Emperor Entertainment Hotel : (I) Very Substantial Acquisition and Connected Transaction and (II) Notice of Special General Meeting

April 29, 2021 at 10:08 am

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Emperor Entertainment Hotel Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

(Incorpororated in Bermuda with limited liability)

(Stock Code: 296)

VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION
AND

NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out from pages 8 to 29 of this circular and a letter from the Independent Board Committee to the Independent Shareholders is set out on pages 30 and 31 of this circular. A letter from Pelican, the Independent Financial Adviser containing its advice to the Independent Board Committee and Independent Shareholders in relation to the Transaction is set out from pages 32 to 58 of this circular.

A notice convening the SGM to be held at 2nd Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Monday, 24 May 2021 at 11:45 a.m. is set out from pages SGM-1 to SGM-3 of this circular. Whether or not you intend to attend the SGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong Branch Share Registrar, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible, but in any event not less than 48 hours before the time of the SGM (by Saturday, 22 May 2021, before 11:45 a.m.) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof (as the case may be) should you subsequently so wish and in such event the form of proxy previously submitted shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE SGM

To safeguard the health and safety of Shareholders and to prevent the spreading of the coronavirus disease 2019 ("COVID-19"), the following precautionary measures will be implemented at the SGM:

Compulsory temperature screening/checks;
Compulsory health declaration;
Compulsory wearing of surgical face mask - no mask will be provided at the SGM venue;
No refreshment or drinks will be served and no corporate gift will be distributed; and
A designated seat will be assigned at the SGM venue.

Attendees who do not follow the precautionary measures referred to in (1) to (3) above may be denied entry to the SGM venue, at the absolute discretion of the Company and to the extent permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the SGM by appointing the Chairperson of the SGM as their proxy and to return their forms of proxy by the time specified therein, instead of attending the SGM in person.

Subject to the development of COVID-19, the Company may implement further procedures and precautionary measures at short notice and may issue further announcement as appropriate. Shareholders should check the Company's website for updates on the latest arrangement of the SGM.

for identification purpose only

30 April 2021

		CONTENTS
			Page
PRECAUTIONARY MEASURES FOR THE SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . .	30
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . .	32
APPENDIX I(A)	-	BUSINESS VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . .	I(A) - 1
APPENDIX I(B)	-	PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . .	I(B) - 1
APPENDIX II	-	MARKET CONSULTANT'S REPORT . . . . . . . . . . . . . . . . . . .	II - 1
APPENDIX III	- FINANCIAL INFORMATION OF THE GROUP. . . . . . . . . . .	III - 1
APPENDIX IV	- ACCOUNTANTS' REPORT OF THE TARGET GROUP . . . .	IV - 1
APPENDIX V	- UNAUDITED PRO FORMA FINANCIAL
		INFORMATION OF THE ENLARGED GROUP. . . . . . . . .	V - 1
APPENDIX VI	-	MANAGEMENT DISCUSSION AND ANALYSIS
		OF THE TARGET GROUP. . . . . . . . . . . . . . . . . . . . . . . . . . .	VI - 1
APPENDIX VII	-	MANAGEMENT DISCUSSION AND ANALYSIS
		OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VII - 1
APPENDIX VIII	-	GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .	VIII - 1

NOTICE OF SPECIAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SGM-1

- i -

PRECAUTIONARY MEASURES FOR THE SGM

In light of the situation of COVID-19, the Company would like to advise the Shareholders on the following precautionary measures for the SGM:-

BEFORE THE SGM
1. Voting by proxy in advance of the SGM: The Company does not in any way wish to diminish the opportunity available to Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect Shareholders from possible exposure to the COVID-19. For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the SGM by appointing the Chairperson of the SGM as their proxy instead of attending the SGM in person. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the SGM or any adjournment thereof should they subsequently so wish.
  The deadline to submit completed forms of proxy is Saturday, 22 May 2021 at 11:45 a.m. Completed forms of proxy must be returned to the Hong Kong Branch Share Registrar of the Company, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong. The form of proxy can be downloaded from the websites of the Company (https://www.emp296.com) or the Stock Exchange (https://www.hkexnews.hk).
2. Appointment of proxy by non-registered Shareholders: Non-registeredShareholders whose Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited should consult directly with their banks or brokers or custodians (as the case may be) to assist them in the appointment of proxy.
3. Limiting attendance in person at the SGM venue: The Company will limit attendance in person at the SGM venue subject to strict compliance of the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation at any one time in the SGM venue. The Board reserves the right to change this maximum attendance number at any time depending on the public health situation at the time of the SGM and the guidance of the HKSAR Government.
  Shareholders who wish to attend the SGM in person or by proxy (whether or not the relevant forms of proxy have been completed and submitted) must register their intention and provide the following details by email to cosec@emperorgroup.com or alternatively in person at the Company's principal place of business in Hong Kong at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong from Tuesday, 18 May 2021 to Thursday, 20 May 2021 during business hours from 9:00 a.m. to 6:00 p.m.:
4. 1. full name (as shown on Hong Kong Identity Card or passport);
  2. contact phone number; and
  3. email address.
  4. - 1 -

PRECAUTIONARY MEASURES FOR THE SGM

The application for the admission of the SGM venue in person will be allocated on a first-come-first-served basis. Duplicated registrations will be disregarded. Registered Shareholders will be notified by email and by phone (if reachable) on Friday, 21 May 2021 if such right of admission will be allocated. No notification will be sent to those Shareholders who are not successful to obtain the right of admission to the SGM venue in person.

1. Questions at or prior to the SGM: The SGM proceedings will be conducted with a view to focusing on the proposed resolutions as set out in the Notice of SGM. Shareholders are advised to contact the Company by email at ir296@emperorgroup.com if they have any question about the relevant resolutions or about the Company, or any matter for communication with the Board, as early as possible before the SGM date. The Company will endeavour to reply as soon as practicable.
AT THE SGM
1. Compulsory temperature screening/checks will be carried out on every attendee before entry to the SGM venue. Any person with a body temperature above the reference range quoted by the Department of Health from time to time, or exhibiting flu-like symptoms or any HKSAR Government prescribed quarantine may be denied entry into the SGM venue and be requested to leave the SGM venue, at the absolute discretion of the Company and to the extent permitted by law.
2. Every attendee will be required to submit a completed and signed health declaration form ("Form") prior to being admitted to the SGM venue. Please bring along the completed Form to the SGM venue to ensure smooth registration and certification processing. The Form can be downloaded from the website of the Company (https:// www.emp296.com).
3. Every attendee will be required to wear a surgical face mask throughout the SGM (including queuing for registration). Please note that no masks will be provided at the SGM venue and attendees should wear their own masks.

- 2 -

PRECAUTIONARY MEASURES FOR THE SGM

Every attendee will be assigned a seat in order to ensure appropriate social distancing and facilitate close contact tracing. Staff at the SGM venue will also assist in crowd control and queue management to ensure appropriate socail distancing.
No refreshments, drinks or corporate gift will be served or distributed to attendees at the SGM venue.
Physical attendance by the Directors at the SGM venue will also be limited. Directors who will not be attending the SGM in person will participate through electronic means.

In addition, attendees are requested to observe and practise good personal hygiene at all times at the SGM venue. To the extent permitted by law, the Company reserves the right to deny entry into the SGM venue or require any person to leave the SGM venue so as to ensure the health and safety of the attendees at the SGM.

Due to the constantly evolving COVID-19 situation in Hong Kong, the Company may be required to change the SGM arrangements with short notice. Shareholders should check the website of the Company (https://www.emp296.com) for future announcements and updates on the SGM arrangements.

- 3 -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"associate(s)"	has the same meaning ascribed to it under the Listing Rules
"AY Holdings"	Albert Yeung Holdings Limited, an investment holding
	company incorporated in BVI and held by a private
	discretionary trust set up by Dr. Albert Yeung
"Board" or "Directors"	the board of directors of the Company
"Bring-down Valuation"	the valuation report of the Target Group prepared by the
	independent valuer, valuing 100% equity interest of the Target
	Group as of the Completion Date
"Business Day(s)"	a day other than a Saturday, Sunday or public holiday (or a
	day on which a tropical cyclone No.8 or above or a "black"
	rainstorm warning is hoisted in Hong Kong at any time
	between 9:00 a.m. and 5:00 p.m. on weekdays) on which
	banks are open in Hong Kong to the general public for
	business
"BVI"	the British Virgin Islands
"Company"	Emperor Entertainment Hotel Limited, an exempted company
	incorporated in Bermuda with limited liability, the shares of
	which are listed on the Main Board of the Stock Exchange
"Completion"	the completion of the Transaction in accordance with the
	terms and conditions of the SP Agreement
"Completion Account"	unaudited consolidated statement of financial position
	of the Target Group as at the Completion Date and
	unaudited consolidated statement of profit or loss and other
	comprehensive income of the Target Group for the period from
	1 April 2020 to the Completion Date, prepared in accordance
	with accounting principles and practices generally accepted
	in Hong Kong and in compliance with the Companies
	Ordinance, with value of the Properties marked to that set out
	in the Preliminary Assessment Letter, to be delivered to the
	Purchaser pursuant to the SP Agreement

- 4 -

	DEFINITIONS
"Completion Date"	within 5 Business Days following satisfaction (or waived
	by the Purchaser as appropriate) under the section headed
	"Conditions Precedent" in the "Letter from the Board" of this
	circular of all the conditions precedent to Completion pursuant
	to the SP Agreement
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Consideration"	the consideration of the Transaction
"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 (Stock
	Code: 163)
"Emperor International SGM"	the special general meeting (or any adjournment thereof) of
	Emperor International to be held for the purpose of approving
	the SP Agreement and the transaction contemplated thereunder
"Enlarged Group"	the Group enlarged by acquisition of the Target Group
"Group"	the Company and its subsidiaries from time to time
"HKD" or "HK$"	Hong Kong dollars, being the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Independent Shareholders"	the Shareholders who do not have material interest in the
	transaction contemplated under the SP Agreement
"Independent Board Committee"	the independent committee of the Board, comprising all of
	the independent non-executive directors of the Company,
	established to advise the Independent Shareholders of the
	Company in respect of the Transaction
"Independent Financial Adviser"	Pelican Financial Limited, a licensed corporation to carry
or "Pelican"	out Type 6 (advising on corporate finance) regulated activity
	under the SFO and being the independent financial adviser
	to the Independent Board Committee and the Independent
	Shareholders in respect of the Transaction

- 5 -

	DEFINITIONS
"Latest Practicable Date"	26 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Macau"	the Macau Special Administrative Region of the PRC
"MOP"	Macau Pataca, the lawful currency of Macau
"Preliminary Assessment Letter"	the preliminary valuation of the Target Group prepared by the
	independent valuer, valuing 100% equity interest of the Target
	Group as of 31 January 2021
"PRC"	The People's Republic of China
"Properties"	(i) The Emperor Hotel; (ii) The Unit Serviced Apartments;
	and (iii) MORI MORI Serviced Apartments
"Property Holding Companies"	companies within the Target Group holding the Properties
"Purchaser" or	Emperor Hotel Investment Limited, which is a company
"Emperor Hotel Investment"	incorporated in BVI whose principal business is investment
	holding and is an indirect non-wholly owned subsidiary of the
	Company
"Sale Loan"	all loan, interest and all other sums owing by the Target
	Company to the Vendor at Completion
"Sale Share"	1 ordinary share of US$1.0 in the Target Company, which
	represents all the issued share and the entired issued share
	capital of the Target Company
"SFO"	The Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"SGM"	special general meeting (or an adjournment thereof) of the
	Company to be held at 2nd Floor, Emperor Group Centre,
	288 Hennessy Road, Wanchai, Hong Kong on Monday, 24
	May 2021 at 11:45 a.m. to consider and, if think fit, approve,
	among other things, the SP Agreement and the transaction
	contemplated thereunder

- 6 -

	DEFINITIONS
"Share(s)"	ordinary share(s) of HK$0.0001 each in the share capital of
	the Company
"Shareholders"	holder(s) of the Shares
"SP Agreement"	the sale and purchase agreement dated 16 March 2021 entered
	into between the Vendor and the Purchaser in relation to the
	Transaction
"Special Dividend"	the cash dividend of HK5.0 cents per Share payable to
	all Shareholders subject to the approval by the Board and
	Completion
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed to it under the Companies Ordinance
	(Chapter 622 of the Laws of Hong Kong)
"Target Company" or	Poly Keen International Limited, which is a company
"Poly Keen"	incorporated in BVI and an indirect wholly-owned subsidiary
	of Emperor International
"Target Group"	the Target Company and its subsidiaries, including but not
	limited to the Property Holding Companies and operator
	companies
"Transaction"	the acquisition of the Sale Share and the Sale Loan by the
	Purchaser from the Vendor under the SP Agreement
"Vendor" or	Emperor Hotel Group Limited, which is a company
"Emperor Hotel Group"	incorporated in BVI whose principal business is investment
	holding and is a direct wholly-owned subsidiary of Emperor
	International
"Verification Account"	verification of the Completion Account prepared in accordance
	with accounting principles and practices generally accepted in
	Hong Kong and in compliance with the Companies Ordinance,
	with value of the Properties marked to that set out in the
	Bring-down Valuation, to be prepared subject to conditions set
	out in the SP Agreement
"%"	per cent

- 7 -

LETTER FROM THE BOARD

	*
(Incorpororated in Bermuda with limited liability)
	(Stock Code: 296)
Non-executive Director:	Registered office:
Ms. Luk Siu Man, Semon (Chairperson)	Clarendon House
	2 Church Street
Executive Directors:	Hamilton HM11
Mr. Wong Chi Fai	Bermuda
Ms. Fan Man Seung, Vanessa
	Head office and Place of Principal
Independent Non-executive Directors:	Business in Hong Kong:
Mr. Yu King Tin	28th Floor
Ms. Kwan Shin Luen, Susanna	Emperor Group Centre
Ms. Lai Ka Fung, May	288 Hennessy Road
	Wanchai
	Hong Kong

30 April 2021

To the Shareholders

Dear Sir/Madam,

VERY SUBSTANTIAL ACQUISITION AND

CONNECTED TRANSACTION

ACQUISTION OF ENTIRE EQUITY INTEREST IN

THE TARGET COMPANY

for identification purpose only

- 8 -

LETTER FROM THE BOARD

INTRODUCTION

Reference is made to the announcement of the Company dated 16 March 2021 whereby the Board announced that the Vendor and the Purchaser entered into the SP Agreement, pursuant to which, the Vendor conditionally agreed to sell, and the Purchaser conditionally agreed to purchase the entire equity interest in the Target Company and the loan due from the Target Company to the Vendor at a consideration of approximately HK$2,083 million (subject to adjustments), which was determined after arm's length negotiation between the Vendor and the Purchaser with reference to the business valuation of the Target Group as stated in the Preliminary Assessment Letter (having taken into account of the valuation of the Properties and the then financial position of the Target Group).

The purpose of this circular is to provide you with, amongst others, (i) further details of the Transaction; (ii) the financial information of the Target Group; (iii) a letter from the independent financial adviser to the Independent Board Committee and the Independent Shareholders regarding the Transaction; (iv) the unaudited pro forma financial information of the Enlarged Group; (v) the valuation report of the Target Group; (vi) the financial information of the Group; (vii) other information as required under the Listing Rules; and (viii) a notice convening the SGM for the purpose of considering and, if think fit, approving, by way of poll, the SP Agreement and the transaction contemplated thereunder.

THE SP AGREEMENT DATED 16 MARCH 2021

The Vendor:	Emperor	Hotel	Group
The Purchaser:	Emperor	Hotel	Investment

Assets to be acquired

Pursuant to the SP Agreement, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Share and the Sale Loan.

Consideration and payment terms

Subject to the adjustments as disclosed under the section headed "Consideration adjustment", the Consideration payable by the Purchaser to the Vendor shall be approximately HK$2,083 million which shall be payable in the following manner:

90% of the Consideration shall be paid on the Completion Date; and
the balance of the Consideration, subject to adjustments stated below and pursuant to the SP Agreement, shall be paid within 60 Business Days following the Completion Date (or such other date as mutually agreed by the Vendor and the Purchaser).

- 9 -

LETTER FROM THE BOARD

The Consideration (or any part thereof) shall be settled by the Purchaser by cash transfer to the designated bank account(s) of the Vendor or such other method as mutually agreed by the Vendor and the Purchaser from time to time. As at 28 February 2021, the Group has short-term bank deposits and bank balances and cash in an aggregate of approximately HK$3,287 million and intends to settle the Consideration by its internal cash resources. The management of the Company will closely monitor the cash position of the Group and determine the funding arrangement to settle the Consideration before Completion. In case there is shortage of available cash of the Group at the Completion Date, the Group may either early uplift the existing short-term bank deposits or utilise its existing revolving banking facilities granted by banks as bridging arrangement to satisfy the Consideration payable. Set out below are the key terms of these banking facilities:

Total amount of bank facilities	: HK$520,000,000
Interest rate	: Hong Kong Interbank Offered Rate + 1.75%
Securities	: Certain assets of the Group with carrying values of
	approximately HK$2.1 billion as at 30 September 2020,
	which mainly comprise the hotel properties of the
	Group

As at the Latest Practicable Date, the banking facilities of the Group were not utilised.

The Consideration is determined after arm's length negotiation between the Vendor and the Purchaser with reference to the business valuation of the Target Group of approximately HK$2,083 million as stated in the Preliminary Assessment Letter (having taken into account of the aggregated valuation of the Properties of HK$2,015 million and the then financial position of the Target Group) as at 31 January 2021 and subject to adjustments arising from Bring-down Valuation. As at the Latest Practicable Date, the amount of Sale Loan was approximately HK$1,344 million.

In order to assess the fairness and reasonableness of the Consideration, the Company and Emperor International jointly engaged Flagship Appraisals and Consulting Limited (the "Business Valuer") and Savills Valuation and Professional Services Limited (the "Property Valuer") (collectively, the "Valuers") to perform the business valuation of the Target Group (the "Business Valuation") and the valuation of the Properties (the "Property Valuation") respectively. The Valuers have confirmed to the Company and Emperor International of their independence.

The Directors have assessed the respective qualification, experience and the track record of the Valuers and are of the view that Mr. Ferry S.F. Choy, the Managing Director of the Business Valuer and the signor of the Business Valuation Report who has over 10 years of experience in the valuation profession and has been engaged as the valuer for a wide range of companies listed on the Stock Exchange, and Mr. Freddie Ling (Senior Director of the Property Valuer) and Mr. Eddie So (Director of the Property Valuer), the signors of the property valuation report ("Property Valuation Report") who have over 35 years and 26 years of experience in the valuation of properties in Hong Kong respectively and have conducted valuation for similar properties in Hong Kong, are qualified, experienced and competent in performing the Business Valuation and the Property Valuation respectively.

- 10 -

LETTER FROM THE BOARD

As stated in the Property Valuation Report issued by the Property Valuer in relation to the Property Valuation as set out in Appendix I(B) to this circular, the valuation is performed under market method known as sales comparison approach and the key assumptions made mainly covers that (i) no allowance for any charges, mortgages or amounts owing on the property interest nor for any expenses or taxation may be incurred in effecting a sale; (ii) the Properties have good legal titles and are freely transferable in the market; (iii) the interiors of the Properties are finished and maintained in reasonable conditions commensurate with their ages and uses, and the Properties are in their original/approved layouts without any unauthorised structures, extensions, and alterations; and (iv) there were no plans for substantial construction, renovation, improvement, development or change of uses of the Properties. The Directors understood that the above valuation methodology and the key assumptions are commonly adopted in valuation of properties in the market and considered as appropriate and necessary.

Set out below are the details of recent sales of the comparable properties the Property Valuer had made reference to:

The Emperor Hotel

The Property Valuer has adopted 3 recent sales of hotel properties in Hong Kong as comparables.

Date	Hotel Name and Address	Consideration	Gross Floor Area	Unit Rate
		(HK$	Million)	(sq. ft.)	(per sq. ft.)
Aug-2020	Le Petit Rosedale Hotel		460.00	31,157	HK$14,764
	Hong Kong,
	7 Moreton Terrace,
	Causeway Bay
Jul-2020	Queen's Hotel, 199 Queen's		310.00	26,777	HK$11,577
	Road West, Sai Ying Pun
May-2020	H1 Hotel, 423 and 425		260.00	17,497	HK$14,860
	Reclamation Street,
	Mong Kok
				Average	HK$13,734
				Average adjusted	HK$13,000
				unit rate

- 11 -

LETTER FROM THE BOARD

MORI MORI Serviced Apartments

The Property Valuer has selected and adopted the 5 recent sales of similar commercial properties and 8 recent sales of residential properties in the vicinity of MORI MORI Serviced Apartments as comparables.

Commercial Comparables

Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$	Million)	(sq. ft.)	(per sq. ft.)
Jan-2021	Shop A and Shop B on		38.0	1,129	HK$33,658
	Ground Floor,
	Man Shek Building,
	404-406 Jaffe Road
Aug-2020	Shops 6 and 7		29.0	880	HK$32,955
	on Ground Floor,
	Dandenong Mansion,
	379-389 Jaffe Road
Jul-2020	Shop E on Ground Floor,		17.5	348	HK$50,287
	Lucky Plaza,
	315-321 Lockhart Road
Mar-2020	Shop A on Ground Floor,		30.0	647	HK$46,368
	Fuji Building,
	381-383 Lockhart Road
Jul-2019	Ground Floor,		19.0	533	HK$35,647
	17 Morrison Hill Road
				Average	HK$39,783
				Average adjusted	HK$36,000
				unit rate

- 12 -

LETTER FROM THE BOARD

Residential Comparables
Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$	Million)	(sq. ft.)	(per sq. ft.)
Jan-2021	13/F, Galway Court,		5.80	311	HK$18,650
	9 Cross Street
Dec-2020	Flat A, 20/F,		6.00	389	HK$15,424
	Sam Yuen Mansion,
	204-210 Lockhart Road
Dec-2020	Flat A, 20/F,		6.68	427	HK$15,644
	Mei Fai Mansion,
	110-116 Jaffe Road
Dec-2020	Flat A, 15/F, Tai Wo Mansion,		5.90	388	HK$15,206
	2-8 Tai Wo Street
Oct-2020	Flat A, 5/F, Eastman Court,		4.60	309	HK$14,887
	229-233 Hennessy Road
Oct-2020	Flat B, 7/F, Eastman Court,		5.12	309	HK$16,570
	229-233 Hennessy Road
Sep-2020	Flat B, 11/F, Eastman Court,		5.00	309	HK$16,181
	229-233 Hennessy Road
Aug-2020	Flat A, 7/F, Eastman Court,		5.15	309	HK$16,667
	229-233 Hennessy Road
				Average	HK$16,154
				Average adjusted	HK$16,900
				unit rate

The Unit Serviced Apartments

The Property Valuer has selected and adopted the 2 recent sales of similar commercial properties and 11 recent sales of residential properties in the vicinity of The Unit Serviced Apartments as comparables.

- 13 -

LETTER FROM THE BOARD

Commercial Comparables
Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$	Million)	(sq. ft.)	(per sq. ft.)
Dec-2020	Unit 2 on Ground Floor,		39.0	883	HK$44,168
	Green Valley Mansion,
	51 Wong Nai Chung Road
Aug-2018	Shop A on Ground Floor,		15.0	320	HK$46,875
	Broadview Mansion,
	75B Wong Nai Chung Road
				Average	HK$45,522
				Average adjusted	HK$41,800
				unit rate
Residential Comparables
Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$	Million)	(sq. ft.)	(per sq. ft.)
Jan-2021	Flat A, 12/F, Fortuna Court,		10.000	468	HK$21,357
	1 Wong Nai Chung Road
Jan-2021	Flat E, 3/F, Eight Kwai		11.543	398	HK$29,003
	Fong Happy Valley,
	8 Kwai Fong Street
Jan-2021	Flat F, 8/F, Eight Kwai		13.238	428	HK$30,930
	Fong Happy Valley,
	8 Kwai Fong Street
Dec-2020	Flat B, 8/F, Eight Kwai		13.345	402	HK$33,197
	Fong Happy Valley,
	8 Kwai Fong Street
Dec-2020	Flat A, 8/F, Eight Kwai		13.293	411	HK$32,343
	Fong Happy Valley,
	8 Kwai Fong Street

- 14 -

LETTER FROM THE BOARD

Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$	Million)	(sq. ft.)	(per sq. ft.)
Nov-2020	Flat F, 10/F, Eight Kwai		13.584	428	HK$31,738
	Fong Happy Valley,
	8 Kwai Fong Street
Nov-2020	Flat F, 5/F, Eight Kwai		12.060	428	HK$28,178
	Fong Happy Valley,
	8 Kwai Fong Street
Nov-2020	Flat A, 19/F, Le Village,		8.000	379	HK$21,108
	49 Village Road
Nov-2020	Flat B, 17/F, Le Village,		7.050	294	HK$23,980
	49 Village Road
Jul-2020	Flat B, 28/F, The Gracedale,		9.060	392	HK$23,112
	23 Yuk Sau Street
Jun-2020	Flat A, 6/F, Fortuna Court,		11.500	468	HK$24,573
	1 Wong Nai Chung Road
				Average	HK$27,229
				Average adjusted	HK$27,100
				unit rate

The Directors have reviewed the selection criteria and the comparable properties which the Property Valuer had made reference to and understood that the data and information about the comparable properties are mostly obtained from various property data websites. The comparable properties were selected as they shared similar locality, size, age, condition and trading potential (for commercial comparables only) to the Properties. The Directors noted that the sales of the comparable properties are mostly recent and are located in the same district and of similar type with the Properties and, given the lack of commercial property transactions in the vicinity of The Unit Serviced Apartments, the sale in 2018 has been selected as one of the comparable properties. In light of the above, the Directors considered selection criteria are appropriate. The Directors also understood that, after selection of the comparable properties, the Property Valuer has considered the different attributes between the Properties and the comparable properties in terms of transaction time, location, view, and other relevant factors, and then carefully weighed against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of the market value of the Properties. Given that Hong Kong's property market is active and mature and, to the best of the Property Valuer's knowledge, the comparable properties represent an exhausive list, the Directors considered the comparable properties are representative, fair and objective comparisons.

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LETTER FROM THE BOARD

As stated in the Business Valuation Report issued by the Business Valuer in relation to the Business Valuation as set out in Appendix I(A) to this circular, the Business Valuer has considered three generally accepted valuation approaches, namely income approach, market approach and cost approach.

The Directors concurred with the Business Valuer that the income approach requires a reliable projection for the hospitality business, which was considered as difficult to come up with under the current situation as the prospect of hospitality business is uncertain due to its correlation between the development of COVID-19 pandemic and the recovery of the Hong Kong's tourism after COVID-19. At current stage, it remains difficult to assess the future development and a high level of uncertainty would be involved inevitably in forming a projection for the hospitality business. Thus, the Directors agreed with the Business Valuer that income approach is not preferable.

As the market value of the Properties had been valued by the Property Valuer independently using market approach, the Directors concurred with the Business Valuer that it would be redundant to adopt market approach again and was appropriate to adopt adjusted net asset value method under the cost approach to reflect the values of the underlying assets of the Target Group. The Directors considered the valuation methodology is fair and reasonable.

The key assumptions of the Business Valuation mainly covered (i) no material change to existing political, legal, fiscal, foreign trade, economic conditions, taxation laws, policies, industrial trend and market condition, (ii) the retention of the management, key personnel and technical staff to maintain the Target Group's ongoing operations; and (iii) all relevant legal approvals, business certificates, or licenses for the normal course of operation are formally obtained, remain in good standing, and can be procured with no additional costs or fees.

The Directors have also reviewed the assumptions made in valuation of the underlying assets of the Target Group. For the current asset and current liabilities as these are short-term in nature, it is considered appropriate to assume the book values of the current assets and current liabilities reflect their market value. For debt-like instruments, the Directors understood that these, including the Sale Loan, should not be deducted from the total assets of the Target Group, and the capital structure of a business has not been taken into account when measuring the business enterprise value given the business enterprise value does not take the capital structure of a business into account. Therefore, it is appropriate not to deduct bank loans, the amounts due to fellow subsidiaries, and the amount due to non-controlling interests of a subsidiary from the total asset of the Target Group. The Directors have not identified any major factors which caused us to doubt the fairness and reasonableness of the assumptions adopted for the Business Valuation.

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LETTER FROM THE BOARD

In relation to the valuation adjustment in the Business Valuation, the Business Valuer considered, and the Directors agreed, that the adjustment for the controlling shareholder's privileges is not necessary as the Target Company is a wholly-owned subsidiary of the Vendor. In regarding the discount for lack of marketability, it is considered not applicable to the valuation as the major assets involved are the Properties and their market values have been evaluated by the Property Valuer and all other asset and liabilities were developed based on the market value, which implied the marketability of the individual assets and liabilities should have been reflected.

In light of the above, the Directors believed that the Business Valuation (which has taken into account of the Property Valuation and the market value of the assets and liabilities of the Target Group) is an appropriate reference for determining the Consideration. Given that the Consideration is equivalent to the valuation of the market value of the business enterprise value of the Target Group of approximately HK$2,083 million as at 31 January 2021 as stated in the Business Valuation Report, subject to adjustments arising from the Bring-down Valuation, the Board is of the view that the Consideration is fair and reasonable and is in the interest of the Company and its Shareholders as a whole.

Consideration adjustment

Pursuant to the SP Agreement, within 60 Business Days following Completion (or such other date as mutually agreed by the Purchaser and the Vendor), the Vendor and the Purchaser shall verify all the relevant matters in the Completion Account and settle the Verification Account jointly with reference to the valuation stated in the Bring-down Valuation. The Consideration shall be adjusted according to the Bring-down Valuation (having taken into account the Verification Account).

If the valuation stated in the Bring-down Valuation shall be less than the valuation as stated in the Preliminary Assessment Letter, the Consideration shall be adjusted downwards on a dollar- for-dollar basis. Such adjusted downwards amount shall be payable by the Vendor to the Purchaser.

If the valuation stated in the Bring-down Valuation shall be more than the valuation as stated in the Preliminary Assessment Letter, the Consideration shall be adjusted upwards on a dollar-for- dollar basis. Such adjusted upwards amount shall be payable by the Purchaser to the Vendor.

Conditions Precedent

Completion is conditional upon the following conditions precedent having been satisfied:-

the Purchaser having completed its due diligence investigation on the business, financial, legal and other aspects of the Target Group and is reasonably satisfied with the results thereof;

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LETTER FROM THE BOARD

the Vendor having proved the Property Holding Companies' respective good title to the Properties in accordance with Section 13 of the Conveyancing and Property Ordinance and delivered to the Purchaser title deeds and documents in accordance with Section 13A of the Conveyancing and Property Ordinance; and
the obtaining of all required approvals at the Emperor International SGM and the SGM for the SP Agreement and the transaction contemplated thereunder.

In the event that any of the foregoing conditions is not fulfilled (or waived by the Purchaser, except condition (c) above) in accordance with the SP Agreement within 9 months from the date of the SP Agreement, the Purchaser shall be entitled to terminate the SP Agreement by notice in writing to the Vendor whereupon, subject to the terms of the SP Agreement, the Vendor shall return to the Purchaser all money paid by the Purchaser to the Vendor under the SP Agreement (if any) forthwith without costs, compensation and interest and neither the Vendor nor the Purchaser shall have any claim against the other thereon save and except for any antecedent breach.

As at the Latest Practicable Date, conditions (a) and (b) have been fulfilled.

Completion

Subject to the fulfillment of all the above conditions precedent (or waived by the Purchaser, except condition (c) above which cannot be waived), Completion shall take place at or before 12:00 noon on the Completion Date (or at such time as may be agreed by the Vendor and the Purchaser in writing) pursuant to the SP Agreement. Completion is expected to take place on or before 31 August 2021.

Immediately after Completion, the Company will indirectly hold 80% equity interest in the Target Company and thus, the Target Company will become a non-wholly owned subsidiary of the Company; on the other hand, the Target Company will become a non-wholly owned subsidiary of Emperor International (through its shareholdings in the Company).

After Completion, Emperor International will focus on property investment and property development with the Company as its subsidiary continuing to operate hotel and hotel related business.

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LETTER FROM THE BOARD

Set out below is the shareholding structure of the Target Company:

Prior to Completion

Emperor International

100%

Vendor

100%		71.01% (indirect)


Target Company	The Company

100%	92.55%		80% (indirect)
Property Holding		Operator company of
Companies and their		a restaurant of		Purchaser
operator companies		The Emperor Hotel

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LETTER FROM THE BOARD

Immediately upon Completion

Emperor International

100%

Vendor

71.01% (indirect)

The Company

80% (indirect)

Purchaser

100%

Target Company

100%

Property Holding

Companies and their operator companies

92.55%

Operator company of

a restaurant of The Emperor Hotel

INFORMATION OF EMPROR INTERNATIONAL AND THE VENDOR

Emperor International is an investment holding company and its subsidiaries are principally engaged in property investments, property development and hospitality in the Greater China and overseas. The Vendor is a direct wholly-owned subsidiary of Emperor International with principal business of investment holding.

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LETTER FROM THE BOARD

INFORMATION OF THE COMPANY AND THE PURCHASER

The Company is an investment holding company and its subsidiaries are principally engaged in provision of entertainment and hospitality services in Macau. The Purchaser is a company incorporated in BVI and an indirect non-wholly owned subsidiary of the Company with principal business of investment holding.

INFORMATION OF THE TARGET GROUP AND THE PROPERTIES

Information of the Target Group

The Target Company is a company incorporated in BVI on 12 May 2006 and an indirect wholly-owned subsidiary of Emperor International. The principal business of the Target Company is investment holding of companies engaged in hospitality business and property investment in Hong Kong.

Prior to entering into the SP Agreement, Emperor International has restructured the equity interest of the Property Holding Companies and their operator companies by transferring them from the relevant holding companies (all being wholly-owned subsidiaries of Emperor International) to the Target Company so that all members of the Target Group are grouped under one company being the Target Company.

Assuming the Target Group had been formed since 1 April 2018, the audited consolidated financial information of the Target Group for the two years ended 31 March 2019 and 2020 were as follows:

	For the year ended	For the year ended
	31 March 2020	31 March 2019
	(Audited)	(Audited)
	HK$'000	HK$'000
Revenue	101,921	153,818
Adjusted EBITDA1	1,829	13,108
Net profit/(loss) before taxation	520,855	(49,190)
Net profit/(loss) after taxation	531,095	(49,280)

1. For illustrative purpose, adjusted EBITDA represents the earnings before interest, taxation, depreciation and amortisation, adjusted by one-off gain on disposal of property, plant and equipment and fair value changes of investment properties for showing the performance of the Target Group at operating level.

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LETTER FROM THE BOARD

The aggregated valuation of the Properties as at 31 March 2019 and 2020 were approximately HK$2,701 million and HK$2,147 million respectively. The audited consolidated total asset value and net liabilities of the Target Group as at 31 January 2021 were approximately HK$2,091 million and HK$195 million respectively. As at 31 January 2021, the aggregated valuation of the Properties as set out in the Preliminary Assessment Letter was HK$2,015 million.

Information of the Properties

The Properties are as follows:

The Emperor Hotel - It is a 29-storey hotel with a gross floor area of 115,728 square feet. Located in Wan Chai, Hong Kong, it is a signature hotel project under "Emperor" brand in Hong Kong and offers 299 guest rooms together with leisure, dining and parking facilities. Golden Valley, a Cantonese and Sichuan cuisine inside this hotel, was awarded the Michelin 1-star restaurant recognition previously.
The Unit Serviced Apartments - It is a 21-storey composite building with G/F to 1/F devoted to retail use whilst upper floors accommodate 68 serviced apartments in Happy Valley, Hong Kong. It is a highly sought-after residence given its ease of access to the central business district, helping to ensure solid short-term leasing demand especially from the MICE visitors. Its occupancy rates for the year ended 31 March 2020 and 31 March 2019 were 97.6% and 97.5% respectively. The occupancy rate between April and December 2020 was nearly 90.0%.
MORI MORI Serviced Apartments - It is a 12-storey composite building with G/F to 2/F devoted to retail/office uses whilst upper floors accommodate 18 stylish serviced apartments with state-ofthe-art facilities and professional customer services. Situated at the vibrant junction of Wan Chai and Causeway Bay in Hong Kong, it is ideal for expats, MICE visitors, business travellers and overseas professionals, on both short- and-long term leases. Its occupancy rates for the year ended 31 March 2020 and 31 March 2019 were 91.5% and 95.0% respectively. The occupancy rate between April and December 2020 was above 95.0%.

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LETTER FROM THE BOARD

Tenancy arrangements in relation to the Properties

Set out below is a summary of the major terms of the tenancy agreements in relation to the

Properties:

Whole 25th Floor, The Emperor Hotel, 373 Queen's Road East, Wan Chai, Hong Kong

Term:	1 April 2019 to 31 March 2023
Rent:	HK$160,000 per month
	(being reduced to HK$64,000 for the period from 1 December 2020 to
	28 February 2021)
Usage:	As restaurant

Ground Floor together with the open yard abutting and adjacent thereto, MORI MORI Serviced Apartments, 46 Morrison Hill Road, Wan Chai, Hong Kong

Term:	2 years commencing from 1 March 2019
	(and subsequent tenancy for a term of 2 years commencing from 1
	March 2021)
Rent:	HK$106,920 per month for the period from 1 March 2019 to 28
	February 2021
	HK$80,190 per month for the period from 1 March 2021 to 28
	February 2023
Usage:	As retail shop

Ground Floor together with the open yard abutting and adjacent thereto, MORI MORI

Serviced Apartments, 48 Morrison Hill Road, Wan Chai, Hong Kong

Term:	2 years commencing from 7 May 2019
Rent:	HK$82,000	per month for the period from 7	May 2019	to 6	May 2020
	HK$85,000	per month for the period from 7	May 2020	to 6	May 2021
Usage:	As retail shop

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LETTER FROM THE BOARD

Shop on Ground Floor, The Unit Serviced Apartments, Nos. 17-19 Yik Yam Street, Happy Valley, Hong Kong

Term:	3 years commencing from 15 November 2018
Rent:	HK$40,000 per month or 15% of monthly gross receipts (whichever is
	higher)
Usage:	As retail shop

Shop on First Floor, The Unit Serviced Apartments, Nos. 17-19 Yik Yam Street, Happy Valley, Hong Kong

Term:	3 years commencing from 1 June 2019
Rent:	HK$35,000 per month
Usage:	As retail shop

As at the Latest Practicable Date, the Purchaser has no intention to change the use of the above Properties under tenancies upon the expiry of the tenancy agreements.

Original acquisition costs of the Properties

Based on the information provided by the Vendor, the original acquisition costs of the Properties through construction and acquisition paid by the Property Holding Companies were approximately HK$2,027 million.

FINANCIAL EFFECTS OF THE TRANSACTION

Immediately upon Completion, the Target Company will become an indirect non-wholly owned subsidiary of the Company. The consolidated financial statements of the Target Group will be consolidated into the consolidated financial statements of the Group. Based on the unaudited pro forma financial information of the Enlarged Group set out in Appendix V to this circular, the financial effects of the Transaction are summarised below:

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LETTER FROM THE BOARD

Earnings

As extracted from the annual report of the Company for the year ended 31 March 2020, the profit attributable to the Shareholders was approximately HK$264 million. As set out in Appendix V to this circular, assuming Completion had taken place on 1 April 2019, the unaudited pro forma profit attributable to the Shareholders of the Enlarged Group for the year ended 31 March 2020 would increase to approximately HK$664 million.

Net assets

As extracted from the interim report of the Company for the six months ended 30 September 2020, the unaudited consolidated total assets and total liabilities of the Group were approximately HK$6,030 million and HK$556 million respectively. The unaudited consolidated net asset value attributable to the Shareholders as at 30 September 2020 was approximately HK$4,496 million. As set out in Appendix V to this circular, assuming Completion had taken place on 30 September 2020, the unaudited pro forma consolidated total assets and total liabilities of the Enlarged Group would increase to approximately HK$6,043 million and HK$571 million respectively. The unaudited pro forma consolidated net asset value attributable to the Shareholders of the Enlarged Group would decrease to approximately HK$4,495 million.

REASONS AND BENEFITS FOR THE TRANSACTION

The Group has been engaging in the provision of hospitality services with entertainment facilities in Macau for decades. It has been searching for suitable opportunities from time to time with an aim of expansion of its hospitality business. Upon Completion, the Company will remain its core focus on gaming hotel, with a widened income source by expanding its hospitality business coverage beyond Macau while Emperor International will focus on property investments and property development. The Transaction can achieve better delineation of assets, resources (both tangible and intangible) and business activities among Emperor International and the Company, and streamline the decision-making process of respective management teams. It will also enable potential investors, existing shareholders of Emperor International and the Shareholders to better assess the investment values by clearly distinguishing the business focus between Emperor International and the Company.

The Target Group operates hospitality business and property investments in Hong Kong. Its revenue is mainly generated from (i) hotel room income from hotel operation; (ii) food and beverage sales from hotel operation; and (iii) rental income from serviced apartments and retail spaces. Upon Completion, the Company intends to hold the Target Group's existing hospitality business and this will enable the Company to master an integrated marketing strategy for the entire hospitality business of the Group, and provide a unique service to travelers traveling between Hong Kong and Macau by implementing joint promotional schemes. As at the Latest Practicable Date, the Company has no development plan and further commitment in the Target Group.

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LETTER FROM THE BOARD

The management of the Company has assessed the financial position and cashflow requirements of the Group regularly to ensure that it maintains the greatest flexibility to optimise the application of its financial resources for the best interest of the Company and the Shareholders. The management of the Company considers the Transaction a good opportunity to utilise its financial resources by acquiring several hotel and hotel related properties at softening valuation when the tourism and hospitality sectors have been experiencing unprecedented challenges since the outbreak of COVID-19 pandemic. The aggregated valuation of the Properties as at 31 March 2019,

31 March 2020 and 31 January 2021 were approximately HK$2,701 million, HK$2,147 million, and HK$2,015 million respectively. The management of the Company also considers that, assuming Completion has taken place, given that the Group has a low indebtedness level and high net current asset value, the Group will still retain sufficient financial resources and thus it is appropriate to distribute the Special Dividend by the Company in recognition of the Shareholders' support.

The Company takes a positive stance towards the hospitality services particularly in Hong Kong and Macau, as these two cities are regarded as tourist hubs integrating shopping, fine dining, entertainment and leisure facilities, and targeting mass tourists as well as big spenders of mainland Chinese in the long-run, and believes the hospitality sector will recover swiftly as soon as the COVID-19 pandemic is well contained and the corresponding travel restrictions are lifted. The demand for serviced apartments will resurge accordingly as the business travels will be resumed, given that Hong Kong remains the key gateway for access to China's capital market and continues to play an important role within the Greater Bay Area.

The Directors (including independent non-executive Directors who have separately provided their views in the Letter from the Independent Board Committee of this circular after considering the opinion of the Independent Financial Adviser) are of the view that the terms of the SP Agreement are fair and reasonable and that they are on normal commercial terms and in the interests of the Company and the Shareholders as a whole. The Directors do not anticipate any disadvantages of the Transaction to the Group. As at the Latest Practicable Date, the Company has no plan or intention and has not entered into any agreement, arrangement, understanding or negotiation (whether formal or informal; express or implied) to acquire any new businesses or dispose of its existing businesses in the next 12 months.

SUPPLEMENTAL INFORMATION ON THE TOURISM AND HOSPITALITY SECTORS IN HONG KONG

To enrich the Shareholders' understanding on macroscopic statistics and relevant information in relation to the Transaction and the future market development of the tourism and hospitality sectors in Hong Kong, the Board would like to provide extensive and discreet information by an alternative professional in this aspect. A Market Consultant's Report prepared by Savills (Hong Kong) Limited (the "Market Consultant") which contains, including but not limited to, (i) an overview of tourism industry in Hong Kong showing the market statistics of visitation profile and the market insights of the future development; and (ii) specific market data and analysis of the hotel and serviced apartments in Hong Kong as well as in specific district(s) showing the market environment and positioning of the hotel and serviced apartments of the Target Group, conducted by an independent professional on macroscopic business environment is set out in Appendix II to this circular.

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LETTER FROM THE BOARD

The Market Consultant has confirmed to the Company that, as at the Latest Practicable Date, it does not have any interest in the Company and is an independent third party to the Company.

The Directors have assessed the Market Consultant's qualification, experience and track record. Mr. Simon Smith (MRICS, MHKIS), the senior director and head of research and consultancy of the Market Consultant, has over 25 years' experience of Asian real estate research and consultancy and is based in Hong Kong. Mr. Smith has also performed a wide range of consultancy studies in Hong Kong hotel and serviced apartment market. In light of the above, the Directors are of the view that Savills (Hong Kong) Limited is competent in performing the Market Consultant's Report.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Transaction exceeds 100%, the Transaction constitutes a very substantial acquisition of the Company under Chapter 14 of the Listing Rules. Given that the Company is indirectly owned as to approximately 71.01% by Emperor International, Emperor International is a connected person of the Company. Accordingly, the Transaction also constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules and is subject to announcement, circular, independent shareholders' approval and reporting requirements under Chapter 14 and Chapter 14A of the Listing Rules.

An Independent Board Committee comprising all independent non-executive Directors has been established to advise the Independent Shareholders in respect of the terms of the SP Agreement and the transaction contemplated thereunder and Pelican, the Independent Financial Adviser, has been appointed to advise the Independent Board Committee and the Independent Shareholders in the same regard.

Mr. Wong Chi Fai and Ms. Fan Man Seung, Vanessa, being common directors of Emperor International and the Company, did abstain from voting on the relevant board resolution(s) of the Company to approve the Transaction.

Ms. Luk Siu Man, Semon, the Chairperson and a non-executive Director, did abstain from voting on the relevant board resolution(s) of the Company in view of her deemed interest in the Transaction by virtue of being an associate of the eligible beneficiaries of the private discretionary trust which ultimately owns Emperor International as to 74.71%.

Save as disclosed above, none of the other Directors was required to abstain from voting on the board resolution(s) to approve the Transaction.

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LETTER FROM THE BOARD

SGM

A notice convening the SGM to be held at 2nd Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Monday, 24 May 2021 at 11:45 a.m. is set out from pages SGM-1 to SGM-3 of this circular. An ordinary resolution (the "Resolution") will be proposed at the SGM for the Independent Shareholders to approve the SP Agreement and the transaction contemplated thereunder.

As at the Latest Practicable Date, given that Emperor International is a controlling shareholder of the Company, Emperor International is considered to have material interest in the Transaction. Hence, Emperor International and its associate(s) will abstain from voting on the Resolution. In compliance with the Listing Rules, the Resolution will be voted by way of poll and the results of the SGM will be published after the SGM. Save as disclosed above and to the best knowledge, information and belief of the Directors after having made all reasonable enquiries, as at the Latest Practicable Date, no other Shareholders have a material interest in the Transaction which requires them to abstain from voting in the Resolution.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong Branch Share Registrar, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible, but in any event not less than 48 hours before the time of the SGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting (as the case may be).

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Independent Shareholders at the SGM shall be taken by poll.

In order to qualify for the right to attend and vote at the above meeting, all relevant share certificates and properly completed transfer forms must be lodged for registration with the Company's Hong Kong Branch Share Registrar, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong before 4:30 p.m. on Monday, 17 May 2021.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board is of the view that the terms of the SP Agreement have been negotiated on an arm's length basis, on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the Resolution to be proposed at the SGM. Before deciding how to vote on the Resolution at the SGM, you are advised to read (i) the Letter from the Independent Board Committee on pages 30 and 31 of this circular; and (ii) the Letter from the Independent Financial Adviser from pages 32 to 58 of this circular which contains its advice to the Independent Board Committee and Independent Shareholders in relation to the SP Agreement and the transaction contemplated thereunder as well as the principal factors and reasons considered by it in arriving its opinions.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

By order of the board

Emperor Entertainment Hotel Limited

Luk Siu Man Semon

Chairperson

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter of recommendation from Independent Board Committee to Independent Shareholders in relation to the SP Agreement and the transaction contemplated thereunder for the purpose of incorporation in this circular.

(Incorpororated in Bermuda with limited liability)

(Stock Code: 296)

30 April 2021

To the Independent Shareholders of Emperor Entertainment Hotel Limited

Dear Sir/Madam,

VERY SUBSTANTIAL ACQUISITION AND

CONNECTED TRANSACTION

ACQUISTION OF ENTIRE EQUITY INTEREST IN

THE TARGET COMPANY

We refer to the circular of the Company to the Shareholders dated 30 April 2021 (the "Circular"), of which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter will have the same meanings as those defined in the Circular.

We, Independent Board Committee, has been appointed by the Board to advise you on the terms of SP Agreement and the transaction contemplated thereunder. Pelican has been appointed to advise you and us in this regard. Details of its advice, together with the principal factors and reasons it has taken into consideration in giving its advice, are set out from pages 32 to 58 of the Circular. Your attention is also drawn to the "Letter from the Board" and the "Letter from the Independent Financial Adviser" in the Circular and the additional information set out in the

appendices thereto.

for identification purpose only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the advice given by Pelican, in particular the principal factors, reasons and recommendation as set out in its letter, we consider that, the Target Group (including the Properties) is intended for the enrichment of assets portfolios, which in turns, it is of great significance for the Group's continuous success driven by tactful expansion of principal businesses, from time to time. Given the Transaction is of necessity for the principal activities of the Group in strategic perspective, the entering into the SP Agreement and the transaction contemplated thereunder is believed as the ordinary and usual course of business of the Group.

We are of the view that (i) the terms of the SP Agreement and the transaction contemplated thereunder are on normal commercial terms and are fair and reasonable so far as the Company and Independent Shareholders are concerned; and (ii) this is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend you to vote in favour of the relevant ordinary resolution to be proposed at the SGM to approve the SP Agreement and the transaction contemplated thereunder.

Yours faithfully,

For and on behalf of the

Independent Board Committee

Emperor Entertainment Hotel Limited

Yu King Tin	Kwan Shin Luen, Susanna	Lai Ka Fung, May
	Independent Non-executive Directors

- 31 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PELICAN FINANCIAL LIMITED

21/F, Lee Garden Three, 1 Sunning Road, Causeway Bay, Hong Kong

30 April 2021

To the Independent Board Committee and the Independent Shareholders of Emperor E Hotel

Dear Sirs,

VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION

AND

(2) PROPOSED SPECIAL DIVIDEND

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the SP Agreement and the Transaction contemplated thereunder, details of which are set out in the letter from the Board (the "Board Letter") contained in the circular of the Company dated 30 April 2021 (the "Circular"), of which this letter forms a part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

As stated in the joint announcement of Emperor International and the Company dated 16 March 2021 in respect of the SP Agreement and the Transaction contemplated thereunder, on 16 March 2021 (after trading hours), the Purchaser, an indirect non-wholly owned subsidiary of the Company, entered into the SP Agreement with the Vendor, a direct wholly-owned subsidiary of Emperor International, pursuant to which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the entire equity interest in the Target Company and a loan due from the Target Company to the Vendor at a consideration of approximately HK$2,083 million (subject to adjustments). The Consideration was determined after arm's length negotiation between the Vendor and the Purchaser with reference to the business valuation of the Target Group as stated in the Preliminary Assessment Letter (having taken into account of the valuation of the Properties and the then financial position of the Target Company).

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Transaction exceeds 100%, the Transaction constitutes a very substantial acquisition of the Company under Chapter 14 of the Listing Rules. Given that the Company is indirectly owned as to approximately 71.01% by Emperor International, Emperor International is a connected person of the Company. Accordingly, the Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules and is subject to announcement, circular and independent shareholders' approval and reporting requirements under Chapter 14 and Chapter 14A of the Listing Rules.

The Board currently comprises two executive Directors, one non-executive Director and three independent non-executive Directors. The Independent Board Committee, which currently comprises all the independent non-executive Directors, Mr. Yu King Tin, Ms. Kwan Shin Luen, Susanna, and Ms. Lai Ka Fung, May, has been established to advise the Independent Shareholders regarding the SP Agreement and the Transaction contemplated thereunder. We have been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this respect and such appointment has been approved by the Independent Board Committee.

Pelican Financial Limited ("Pelican") is not connected with the Directors, chief executive or substantial shareholders of the Company or any of their respective associates and therefore is considered suitable to give independent advice to the Independent Board Committee and the Independent Shareholders. As at the Latest Practicable Date, we were not aware of any relationships or interest between Pelican and the Company nor any other parties that could be reasonably be regarded as a hindrance to Pelican's independence to act as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the SP Agreement and the Transaction contemplated thereunder. In the last two years, there was no engagement between the Company and Pelican. Apart from normal professional fees payable to us in connection with this appointment of us as the independent financial adviser, no arrangement exists whereby Pelican will receive any fees or benefits from the Company or the Directors, chief executive or substantial shareholders of the Company or any of their respective associates, and we are not aware of the existence of or change in any circumstances that would affect our independence. Accordingly, we consider that we are eligible to give independent advice on the SP Agreement and the Transaction contemplated thereunder.

Our role is to provide you with our independent opinion and recommendation as to (i) whether the SP Agreement and the Transaction contemplated thereunder were entered into in the ordinary and usual course of business and on normal commercial terms; (ii) whether the terms of the SP Agreement are fair and reasonable so far as the Independent Shareholders are concerned and whether they are in the interests of the Company and the Shareholders as a whole; and (iii) how the Independent Shareholders should vote in respect of the relevant resolution(s) to approve the SP Agreement and the Transaction contemplated thereunder at the SGM.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

We have performed relevant procedures and steps which we deemed necessary in forming our opinions to the Independent Board Committee and the Independent Shareholders. These procedures and steps include, among other things, review of relevant agreements, documents as well as information provided by the Company and verified them, to an extent, with the relevant public information, statistics and market data, industry guidelines and regulations as well as information, facts and representations provided, and the opinions expressed, by the Company and/ or the Directors and/or the management of the Group. The documents reviewed include, but are not limited to, the SP Agreement, the announcement of the Company dated 16 March 2021 in relation to the SP Agreement and the Transaction contemplated thereunder, the annual report of the Company for the financial year ended 31 March 2020 (the "2020 Annual Report"), the interim report of the Company for the six months ended 30 September 2020 (the "2020 Interim Report"), the business valuation (i.e. the valuation report prepared by an independent business valuer (the "Business Valuer") on the valuation of the market value of the business enterprise value of the Target Group (the "Business Valuation Report") as at 31 January 2021), the valuation report prepared by an independent property valuer (the "Property Valuer", together with the Business Valuer, the "Valuers") on the valuation of the Properties (the "Property Valuation Report") as at 31 January 2021, the Market Consultant's Report and the Circular. We have assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its management and/or the Directors, which have been provided to us.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Directors and the management of the Group, nor have we conducted any form of an in-depth investigation into the business and affairs or future prospects of the Group, the Vendor, the Target Group or their respective subsidiaries or associates (if applicable). In addition, we have not considered the taxation implication on the Group or the Shareholders as a result of the Transaction.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

In formulating our opinion in respect of the SP Agreement and the Transaction contemplated thereunder, we have considered the following principal factors and reasons.

1. Information of the Group

The Company is an investment holding company and the Group is principally engaged in the provision of entertainment and hospitality services in Macau. The principal activities of the Group's operating segments are (i) gaming operation in mass market hall, VIP room and slot machine hall and the provision of gaming-related marketing and public relations services in the casino of Grand Emperor Hotel in Macau (the "Gaming Operation"), and (ii) hotel operation in Grand Emperor Hotel and Inn Hotel Macau including property investment income from investment properties in these hotels in Macau (the "Hotel Operation").

Set out below is a summary of the audited financial information of the Group for the two years ended 31 March 2019 and 2020, and the six months ended 30 September 2019 and 2020, as extracted from the 2020 Annual Report and 2020 Interim Report, respectively.

	For the six months	For the year
	ended 30 September	ended 31 March
	2020	2019	2020	2019
	(Unaudited)	(Unaudited)	(Audited)	(Audited)
	HK$'000	HK$'000	HK$'000	HK$'000
Revenue
Gaming Operation	51,094	559,549	926,845	1,136,856
- from Mass Market Hall	37,205	378,273	623,226	664,826
- from VIP Room	6,028	160,263	267,961	429,423
Hotel Operation	41,781	118,382	216,385	244,479
Total revenue	92,875	677,931	1,143,230	1,381,335
Gross (loss)/profit	(108,425)	408,052	614,150	838,191
(Loss)/profit for the period/year	(174,353)	200,200	282,445	438,297

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

According to the 2020 Annual Report, the revenue of the Group had decreased by about 17.2%, from approximately HK$1,381.3 million for the year ended 31 March 2019 to approximately HK$1,143.2 million for the year ended 31 March 2020, as a result of the decline in the number of visitors and weakening marketing sentiment due to the Sino-US tensions and the outbreak of the COVID-19 pandemic. The Group also recorded a drop in its gross profit by about 26.7%, from approximately HK$838.2 million for the year ended 31 March 2019 to approximately HK$614.2 million for the year ended 31 March 2020, which was mainly attributable to the decrease in service income from Gaming Operation in VIP room. As a result of its drop in gross profit and recognition of a fair value loss on investment properties, the Group recorded a decrease of about 35.6% in its profit for the year ended 31 March 2020 compared with that for the previous year.

Meanwhile, according to the 2020 Interim Report, the revenue of the Group decreased by about 86.3%, from approximately HK$677.9 million for the six months ended 30 September 2019 to approximately HK$92.9 million for the six months ended 30 September 2020, as a result of the decrease in its total revenue in both Gaming Operation and Hotel Operation due to the visitation slump caused by travel restrictions. The Group recorded a gross loss of approximately HK$108.4 million for the six months ended 30 September 2020, representing a decrease of about 126.6% compared to that for the corresponding period of the previous year. As a result, the Group recorded a loss for the six months ended 30 September 2020 of approximately HK$174.4 million, as compared to a profit for the six months ended 30 September 2019 of approximately HK$200.2 million.

Set out below is a summary of the consolidated assets and liabilities of the Group as at 30 September 2020 as extracted from the 2020 Interim Report:

	As at
	30 September
	2020
	(Unaudited)
	HK$'000
Total assets
- non-current assets	2,421,154
- current assets	3,608,940
Total liabilities
- non-current liabilities	118,306
- current liabilities	437,494
Net current assets	3,171,446
Net assets	5,474,294
Equity attributable to owners of the Company	4,496,403

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at 30 September 2020, the non-current assets of the Group mainly comprised of (i) property, plant and equipment of approximately HK$1,181.4 million; (ii) investment properties of approximately HK$646.2 million; (iii) right-of-use asset of approximately HK$469.3 million; (iv) goodwill of approximately HK$111.0 million; and (v) deposits paid for acquisition of property, plant and equipment of approximately HK$13.3 million. Meanwhile, the Group's current assets, which amounted to approximately HK$3,608.9 million as at 30 September 2020, mainly consisted of (i) short-term bank deposits of approximately HK$2,049.2 million; (ii) bank balances and cash of approximately HK$1,330.2 million; (iii) trade and other receivables of approximately HK$151.8 million; (iv) pledged bank deposits of approximately HK$63.4 million; and (v) inventories of approximately HK$14.3 million.

As at 30 September 2020, the non-current liabilities of the Group were mainly comprised of

deferred taxation of approximately HK$92.6 million; and (ii) lease liabilities of approximately HK$25.7 million, while the Group's current liabilities, which amounted to approximately HK$437.5 million as at 30 September 2020, mainly consisted of (i) taxation payable of approximately HK$254.3 million; (ii) trade and other payables of approximately HK$135.7 million; (iii) amounts due to non-controlling interests of a subsidiary of HK$39.0 million; (iv) amounts due to fellow subsidiaries of approximately HK$5.9 million; and (v) lease liabilities of approximately HK$2.6 million.

As at 30 September 2020, the consolidated net current assets and net assets of the Group were approximately HK$3,171.4 million and HK$5,474.3 million respectively. The Group's current ratio, which was calculated by dividing its current assets with its current liabilities, was approximately 8.2 as at 30 September 2020 as compared with approximately 8.5 as at 31 March 2020, indicating the Company's ability to meet its short-term obligations remained strong during the period of time.

2. Information of the Purchaser, the Vendor, the Target Group and the Properties

2.1. Information of the Purchaser

The Purchaser, Emperor Hotel Investment, is an indirect non-wholly owned subsidiary of the Company, and its principal business is investment holding.

2.2. Information of the Vendor

The Vendor, Emperor Hotel Group, is a direct wholly-owned subsidiary of Emperor International, and its principal business is investment holding.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2.3. Information of the Target Group

The Target Company is a company incorporated in BVI and an indirect wholly- owned subsidiary of Emperor International. The principal business of the Target Company is investment holding of companies engaged in hospitality business and property investment in Hong Kong.

Prior to entering into the SP Agreement, Emperor International has restructured the equity interest of the Property Holding Companies and their operator companies so that they are now grouped under one company being the Target Company.

Assuming the Target Group had been formed since 1 April 2018, the audited consolidated financial information of the Target Group for the two years ended 31 March

2019 and 2020 is set out below:

	For the year ended	For the year ended
	31 March 2020	31 March 2019
	(Audited)	(Audited)
	HK$'000	HK$'000
Revenue	101,921	153,818
Adjusted EBITDA1	1,829	13,108
Net profit/(loss) before taxation	520,855	(49,190)
Net profit/(loss) after taxation	531,095	(49,280)

The aggregated valuation of the Properties as at 31 March 2019 and 31 March 2020 were approximately HK$2,701 million and HK$2,147 million respectively. The audited consolidated total asset value and net liabilities of the Target Group as at 31 January 2021 were approximately HK$2,091 million and HK$195 million respectively. As at 31 January 2021, the aggregated valuation of the Properties as set out in the Property Valuation Report was HK$2,015 million.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2.4. Information of the Properties

Set out below is summary of the Properties:

The Emperor Hotel - It is a 29-storey hotel with a gross floor area of 115,728 square feet. Located in Wan Chai, Hong Kong, it is a signature hotel project under "Emperor" brand in Hong Kong and offers 299 guest rooms together with leisure, dining and parking facilities. Golden Valley, a Cantonese and Sichuan cuisine inside this hotel, was awarded the Michelin 1-star restaurant recognition previously.
The Unit Serviced Apartments - It is a 21-storey composite building with G/ F to 1/F devoted to retail use whilst upper floors accommodate 68 serviced apartments in Happy Valley, Hong Kong. It is a highly sought-after residence given its ease of access to the central business district, helping to ensure solid short-term leasing demand especially from the MICE visitors. Its occupancy rates for the year ended 31 March 2020 and 31 March 2019 were 97.6% and 97.5% respectively. The occupancy rate between April and December 2020 was nearly 90.0%.
MORI MORI Serviced Apartments -It is a 12-storey composite building with G/ F to 2/F devoted to retail/office uses whilst upper floors accommodate 18 stylish serviced apartments with state-ofthe-art facilities and professional customer services. Situated at the vibrant junction of Wan Chai and Causeway Bay in Hong Kong, it is ideal for expats, MICE visitors, business travelers and overseas professionals, on both short-and-long term leases. Its occupancy rates for the year ended 31 March 2020 and 31 March 2019 were 91.5% and 95.0% respectively. The occupancy rate between April and December 2020 was above 95.0%.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Reasons for and benefits of the Transaction

3.1. Overall benefits

As set out in the Board Letter, the Group has been engaging in the provision of hospitality services with entertainment facilities in Macau for decades. It has been searching for suitable opportunities from time to time with an aim of expansion of its hospitality business. Upon Completion, all hotels and serviced apartments currently owned by Emperor International will be owned by the Purchaser, Emperor Hotel Investment, an indirect non- wholly owned subsidiary of the Company, and hence the Company would remain its core focus in gaming hotel, with a widened income source as the coverage of its hospitality business would expand beyond Macau, while Emperor International would focus on property investment and property development. It follows that upon Completion, the board of directors of Emperor International would be able to focus on assessing decisions related to its property investment and property development businesses, while the Board would be able to focus on those decisions related to its hospitality business. Accordingly, the Transaction could achieve better delineation of assets, resources (both tangible and intangible) and business activities among Emperor International and the Company, and streamline the decision-making process of respective management teams. Through acquiring the Target Group and hence the Properties, the Company would be able to master an integrated marketing strategy for the entire hospitality business, and provide a unique service to travelers traveling between Hong Kong and Macau by implementing joint promotional schemes. The Transaction would also enable potential investors and existing shareholders to better assess the investment values of Emperor International and the Company by allowing the former to clearly distinguish the business focus between the latter.

The management of the Company has assessed the financial position and cashflow requirements of the Group regularly to ensure that it maintains the greatest flexibility to optimise the application of its financial resources for the best interest of the Company and the Shareholders. The management of the Company considered the Transaction a good opportunity for the Group to utilise its financial resources by acquiring several hotel and hotel related properties at softening valuation when the tourism and hospitality sectors have been experiencing unprecedented challenges since the outbreak of COVID-19 pandemic. As discussed in the above section headed "Information of the Purchaser, the Vendor, the Target Group and the Properties", the aggregated valuation of the Properties as at 31 March 2019,

31 March 2020, and 31 January 2021, were approximately HK$2,701 million, HK$2,147 million, and HK$2,015 million respectively.

The management of the Company also considered that, assuming Completion has taken place, given that the Group has a low indebtedness level and a high net current asset value, the Group will still retain sufficient financial resources and thus it is appropriate to distribute the Special Dividend by the Company in recognition of the Shareholders' support. Accordingly, the Company takes a positive stance toward the Transaction and we agree that the Transaction is in the interests of the Company and its Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3.2. Review of the development of hotel and serviced apartment markets in Hong Kong and Macau

To further assess the reasonableness of the Transaction, we have reviewed the Market Consultant's Report contained in Appendix II to the Circular and noted the Market Consultant is of the view that as the market returns to normal from the COVID-19 pandemic and the suppressed outbound travel demand is released, there is expected to be a bounce back in visitation by Chinese tourists, who have been major source of visitors to Hong Kong and Macau, and hence a robust rebound in the hospitality business in the two cities. In addition, given that Hong Kong has remained the key gateway to China's capital markets and has been integrated with the Greater Bay Area, the Market Consultant is also of the view, and we agree, that the returning business travelers from China will trigger a particularly strong demand for hotel rooms and related facilities and services in Hong Kong.

According to the Market Consultant and from our understanding, Hong Kong and Macau, the two important cities in the Greater Bay Area, had been popular travel destinations among Chinese tourists before the COVID-19 pandemic. In particular, single tours of Hong Kong and Macau had been a multi-destination trip popular among Chinese tourists not only because of the proximity between the two cities, but also because of the fact that attractions in Hong Kong and Macau complement each other in terms of the experiences they offer

Hong Kong is regarded as a world-class travel destination, renowned for its gastronomy, nightlife and shopping, while Macau is regarded as the "Las Vegas of the East", the only location in China where gambling is legal and hence has many world class casinos.

Another factor benefiting the tourism industry in Hong Kong and Macau is the Culture and Tourism Development Plan for the Guangdong-HongKong-Macao Greater Bay Area, which was jointly promulgated by the Ministry of Culture and Tourism, the Office of the Leading Group for the Development of the Guangdong-HongKong-Macao Greater Bay Area and the People's Government of Guangdong Province in January 2021. The development plan aims to develop the Greater Bay Area into an exchange hub for the eastern and western cultures and a world-class tourism destination with Hong Kong and Macau being the top destinations because of their existing tourism and hospitality infrastructure. In this regard, we agree with the Market Consultant that, the development plan will further strengthen the positions of Hong Kong and Macau as an international tourism destination and a global gambling hub, respectively.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In view that the COVID-19 pandemic has been substantially contained in China so far while many popular travel destinations, such as Japan, Korea, the US and most European countries, are still being challenged by the pandemic, it is expected that once outbound travel restrictions in China are lifted, there will be an influx of Chinese tourists coming to Hong Kong and Macau, the two cities which are supported by the aforementioned development plan and which will likely be included in China's travel bubbles. Under such circumstance and given the fact that the outlook for Hong Kong's hospitality industry is generally positive as its travel infrastructures and tourist spots are being continuously enhanced and expanded, we believe that the Transaction, which would enable the Company to master an integrated marketing strategy for the entire hospitality business in Hong Kong and Macau through its implementation of joint promotional schemes, would allow the Group to reap even more benefits from the tourism markets in Hong Kong and Macau accelerated by the development plan.

Given the competitive positions of Hong Kong and Macau in the tourism industry for Chinese tourists, the expansion of the Group's hotel network from Macau to Hong Kong appears fair and reasonable. We also noted that the Market Consultant has classified The Emperor Hotel, being one of the Properties, as hotels which enjoy price competitive advantages or locational advantages with premium hospitality services over its competitions, and hence the Market Consultant considers that hotels like The Emperor Hotel are relatively resilient regardless of economic cycles.

In terms of the serviced apartment market in Hong Kong, the Market Consultant considers that the market will be one of the beneficiaries of the economic recovery after the COVID-19 pandemic, as occupancy rates and rental levels are expected to gradually return to pre-pandemic levels. From our review of the Market Consultant's Report, we also noted that the Market Consultant has conducted a market analysis on the serviced apartment markets in Wanchai and Happy Valley, being the locations of The Unit Serviced Apartments and MORI MORI Serviced Apartments, and its view on the market outlook is generally positive, given that the opening of the proposed exhibition centre MTR station and the expansion of commercial space in Wanchai, as well as the trend for multinational corporations and corporates to relocate their offices to Wanchai or Causeway Bay which are business districts close to Happy Valley, would like benefit the serviced apartment markets in the two districts.

In light of the Market Consultant's views regarding the hotel and serviced apartment markets in Hong Kong, we are of the view that acquiring the Target Group, which entails acquiring the Properties, is beneficial to the Group as it would allow the Group to capture the business opportunities in the hotel and serviced apartment markets in Hong Kong when control measures of the COVID-19 pandemic are eased or lifted, and when the local or even global economy recovers from the pandemic.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Having considered that, the Transaction (i) would enable the Group to expand its business coverage beyond Macau and widen the income source; (ii) could achieve better delineation of assets, resources (both tangible and intangible) and business activities among Emperor International and the Company, and streamline the decision-making process of respective management teams; (iii) would enable the Company to master an integrated marketing strategy for the entire hospitality business, and provide a unique service to travelers traveling between Hong Kong and Macau by implementing joint promotional schemes; (iv) is a good opportunity to utilise the Group's financial resources as it would allow the Group to acquire several hotel and hotel related properties at softening valuation; and (v) would allow the Company to capture the business opportunities in the hotel and serviced apartment markets in Hong Kong when the economy recovers from the COVID-19 pandemic and the related control measures are eased or lifted, we concur with the Directors that the Transaction is in the interests of the Company and its Shareholders as a whole.

4. The SP Agreement

Set out below are the principal terms of the SP Agreement.

4.1. Subject matter

Pursuant to the SP Agreement, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Share and the Sale Loan. The Sale Share represents the entire equity interest in the Target Company and the Sale Loan represents the loan due from the Target Company to the Vendor.

4.2. Consideration

Subject to the adjustments as disclosed in section 4.3 headed "Consideration adjustment", the consideration for the Sale Share and the Sale Loan payable by the Purchaser to the Vendor shall be HK$2,083 million, which shall be payable in the following manner:

90% of the Consideration shall be paid on the Completion Date; and
the balance of the Consideration, subject to the adjustments stated below and pursuant to the SP Agreement, shall be paid within 60 Business Days following the Completion Date (or such other date as mutually agreed by the Vendor and the Purchaser).

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Consideration was determined after arm's length negotiation between the Vendor and the Purchaser with reference to the business valuation of the Target Group as stated in the Preliminary Assessment Letter (having taken into account the aggregated valuation of the Properties of HK$2,015 million and the then financial position of the Target Group) as at 31 January 2021 and is subject to adjustments arising from the Bring-down Valuation.

4.3 Consideration adjustment

If the valuation stated in the Bring-down Valuation shall be less than the valuation as stated in the Preliminary Assessment Letter, the Consideration shall be adjusted downwards on a dollar for dollar basis. Such adjusted downwards amount shall be payable by the Vendor to the Purchaser.

If the valuation stated in the Bring-down Valuation shall be more than the valuation as stated in the Preliminary Assessment Letter, the Consideration shall be adjusted upwards on a dollar for dollar basis. Such adjusted upwards amount shall be payable by the Purchaser to the Vendor.

We have reviewed and assessed the Business Valuation Report in the below section headed "Assessment of the Consideration" of this letter. According to the Business Valuation Report, the market value of the business enterprise value of the Target Group, which measures the Target Group's total value and includes the market capitalization of the Target Group's short-term and long-term debts, was approximately HK$2,083 million as at 31 January 2021. Given that such appraised value is equivalent to the valuation as stated in the Preliminary Assessment Letter, no further adjustment to the Consideration is needed.

4.4 Conditions precedent

Completion is conditional upon the following conditions precedent having been satisfied:

the Purchaser having completed its due diligence investigation on the business, financial, legal and other aspects of the Target Group and is reasonably satisfied with the results thereof;

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the Vendor having proved the Property Holding Companies' respective good title to the Properties in accordance with Section 13 of the Conveyancing and Property Ordinance and delivered to the Purchaser title deeds and documents in accordance with Section 13A of the Conveyancing and Property Ordinance; and
the obtaining of all required approvals at Emperor International SGM and the SGM for the SP Agreement and the Transaction contemplated thereunder.

We consider that the terms of the SP Agreement regarding the conditions precedent are fair and reasonable as they protect the interests of the Company as the Purchaser in the Transaction.

As at the Latest Practicable Date, conditions (a) and (b) have already been fulfilled.

5. Assessment of the Consideration

To assess the fairness and reasonableness of the Consideration, we have reviewed and considered the Business Valuation Report which states that the valuation of the market value of the business enterprise value of the Target Group was approximately HK$2,083 million as at 31 January 2021. According to the Business Valuation Report, the business enterprise value measures the Target Group's total value and includes the market capitalization of the Target Group's short- term and long-term debts.

Given that Emperor International and the Company had jointly engaged the Property Valuer to conduct a valuation of the Properties as at 31 January 2021 because the Properties represented the major assets held by the Target Group as at the same date, we have also reviewed and considered the Property Valuation Report. Based on the Property Valuation Report, the market value of the Properties was HK$2,015 million as at 31 January 2021.

We are of the view that it is reasonable to reference to the Business Valuation Report instead of the Property Valuation Report when determining the Consideration, given that despite the Properties represented the major assets held by the Target Group, the Target Group also held other assets and liabilities which should be taken into account when determining the business enterprise value, or the Consideration, of the Target Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have performed the works as required under Note 1(d) to Rule 13.80 of the Listing Rules and paragraph 5.3 of the Corporate Finance Adviser Code of Conduct in respect of the Business Valuation Report and the Property Valuation Report, which included (i) assessment of the Valuers' experiences in valuing entities similar to the Target Group; (ii) obtaining information on the Valuers' track records on other business, or property, valuations; (iii) inquiry on the Valuers' current and prior relationship with the Group and other parties to the SP Agreement; (iv) review of the terms of the Valuers' engagement, in particular its scope of work, for the assessment of the valuation of the Target Group; and (v) discussion with the Valuers regarding the bases, methodology and assumptions adopted in the Business Valuation Report and the Property Valuation Report.

5.1. Valuers

We understand that Mr. Ferry S.F. Choy ("Mr. Choy"), the managing director of the Business Valuer and the signor of the Business Valuation Report, has over 10 years of experience in the valuation profession. Mr. Choy, among others, is a Chartered Financial Analyst (CFA) and an International Certified Valuation Specialist (ICVS) - a professional credential in business valuation issued by the International Association of Certified Valuation Specialists (IACVS). We have also obtained information on the Business Valuer's track records on other business valuations and noted that the Business Valuer had been the valuer for a wide range of companies listed on the Stock Exchange. As such, we are of the view that the Business Valuer and Mr. Choy are qualified, experienced and competent in performing business valuations and providing a reliable opinion in respect of the valuation of the Target Group.

As stated in the Business Valuation Report, for the valuation of the Properties owned by the Target Group, the Property Valuer had been engaged to provide them with the market value of the Properties. Hence, in assessing the fairness and reasonableness of the valuation of the Properties, we have reviewed the Property Valuation Report prepared by the Property Valuer. We understand that Mr. Freddie Ling ("Mr. Ling") and Mr. Eddie So ("Mr. So"), the senior director and director of the Property Valuer and the signors of the Property Valuation Report, have over 35 years and 26 years of experience in the valuation of properties in Hong Kong, respectively. We have obtained information on the Property Valuer's track records on other property valuations and noted that the Property Valuer had been the valuer for similar properties in Hong Kong. As such, we are of the view that the Property Valuer, Mr. Ling and Mr. So are qualified, experienced and competent in performing property valuations and providing a reliable opinion in respect of the valuation of the Properties.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have also enquired with the Valuers as to their independence from the Group and the Vendor and were given to understand that the Valuers are independent third parties of the Group and its connected persons including the Vendor. The Valuers also confirmed to us that they were not aware of any relationship or interest between themselves and the Group or any other parties that would reasonably be considered to affect their independence to act as the independent valuers for Emperor International and the Company. The Valuers confirmed to us that apart from normal professional fees payable to them in connection with their engagement for the valuations, no arrangements exist whereby they will receive any fee or benefit from the Group and its connected persons including the Vendor.

Furthermore, we noted from the engagement letters entered into between the Company and the Valuers that the scope of work was appropriate for the Valuers to form the opinions required to be given and there were no limitations on the scope of work which might adversely impact the degree of assurance given by the Valuers.

5.2. Valuation basis

We have reviewed the Business Valuation Report and understand that the Business Valuation Report was prepared based on a going concern premise and was conducted in accordance with the International Valuation Standards ("IVS") on business valuation published by International Valuation Standards Council.

According to IVS, market value is defined as "the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion". Since no unusual matters had come to our attention that led us to believe that the Business Valuation Report was not prepared on a reasonable basis, we believe that the valuation fairly represents the market value of the business enterprise value of the Target Group and forms a fair and reasonable basis for our further assessment on the Consideration.

5.3. Valuation methodologies

We have discussed with the Business Valuer on the methodology adopted in valuing the market value of the business enterprise value of the Target Group as at 31 January 2021 and noted they had considered the three generally accepted valuation approaches, namely the cost approach, the market approach and the income approach.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As stated in the Business Valuation Report,

The cost approach determines the value of a business "by using one or more methods based on the value of the net asset. Value is established based on the principle of substitution. It means the value of a business ownership interest depends on the cost of reproducing or replacing the net asset after considering depreciation from physical deterioration as well as functional and economic obsolescence, if present and measurable."
The market approach determines the value of a business "by using one or more methods that compare the subject to similar business ownership interests that have been sold. Value is established based on the principle of competition. It means if a business is similar to another business and can replace it for the other, then they should be equal in value"; and
The income approach determines the value of a business "by using one or more methods that convert anticipated benefits into a present value amount. Value is established based on the principle of anticipation. It means the value of a business ownership interest is the sum of the present value of future economic benefit streams."

We noted from the discussion with the Business Valuer that, the income approach might be suitable for this valuation. However, the income approach requires a reliable business forecast, which is a requirement very difficult to be fulfilled under the prevailing market conditions. Based on our discussion with the Business Valuer and our review of the Market Consultant's Report contained in Appendix II to the Circular, we agreed that that the prospect of hotel and serviced apartments businesses would be significantly affected by the development of the COVID-19 pandemic and the recovery of Hong Kong's tourism after the pandemic is brought under control. While stimulation measures for tourism such as travel bubbles, re-opening of the border between Hong Kong and Shenzhen, the recovery of the aviation industry, etc. would positively affect the hotel and serviced apartments industry and hence the valuation of the Target Group, these factors cannot be easily forecasted, especially when some of them depend on the policy of another country. As such, we agreed with the Business Valuer that it would be difficult to come up with a reliable business forecast for the adaptation of the income approach.

On the other hand, the market approach was an applicable valuation methodology. According to the Business Valuer, the Properties represented the major assets held by the Target Group as at 31 January 2021. As the market value of each of the Properties had been valued by the Property Valuer independently, it was not necessary to apply the market approach on the Target Group's level again. The adjusted net asset value method under the cost approach, which directly reflects the values of the underlying assets of the Target Group, was therefore adopted in valuing the market value of the business enterprise value of the Target Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

According to the Business Valuation Report, under the adjusted net asset value method, the values of the consolidated assets and liabilities of the Target Group were assessed. Given that as at the 31 January 2021, the major assets of the Target Group were the Properties, the application of adjusted net asset value method involves the following procedures:

Estimate the values of the Properties;
Assess if adjustments were needed for other assets and liabilities of the Target Group; and
Determine if valuation adjustment was required for the valuation of the market value of the business enterprise value of the Target Group

Procedure 1 was performed by the Property Valuer while procedures 2 and 3 were performed by the Business Valuer.

Based on our interview with the Property Valuer, we understand that given data on recent sales of comparable properties, i.e., hotel buildings, commercial and residential composite buildings, in Hong Kong property market are mostly publicly available, the Property Valuer considered the adoption of the market method as the most appropriate as it would provide a more objective result. From our discussion with the Property Valuer, we also noted that market approach is universally considered as the most accepted valuation approach for valuing properties, which involves the analysis of recent market evidence of similar properties and the comparison of such market evidence with the subject under valuation. Market approach is also the most widely used property valuation method in mature markets because it is generally considered that the best evidence of value is the price paid for similar properties.

In order to assess the fairness and reasonableness of these comparable properties, we have discussed with the Property Valuer regarding the selection criteria. We understand that data and information about the comparable properties were mostly obtained from various property data websites, and we noted that the Property Valuer selected these comparable properties based on their respective property type, location, qualities such as whether there is view and/or lift(s), the year which the property was built, the date of transaction of the property, etc. The Property Valuer has selected those properties which shared the most similarities with the Properties and we consider such selection criteria as logical as well as fair and reasonable. Since we are not expert in valuation and do not subscribe to any property data websites as does the Property Valuer, we had focused on reviewing whether the selected comparable properties shared similarities with the Properties. From our review, the comparable properties are mostly properties of similar type and are in the same or nearby region as the Properties. More importantly, the sales of these comparable properties are quite recent. Given their similarities and the fact that as confirmed by the Property Valuer, these comparable properties represent an exhaustive list to the best of their knowledge, we consider the selection of these comparable properties used in the valuation of the Properties as fair and reasonable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is list of comparable properties analyzed by the Property Valuer:

The 3 comparable properties of The Emperor Hotel

Month of	Hotel Name		Gross Floor
transaction	and Address	Consideration	Area	Unit Rate
		(HK$ Million)	(sq. ft.)	(per sq. ft.)
Aug-2020	Le Petit Rosedale Hotel	460.00	31,157	$14,764
	Hong Kong, 7 Moreton
	Terrace, Causeway Bay
Jul-2020	Queen's Hotel, 199	310.00	26,777	$11,577
	Queen's Road West, Sai
	Ying Pun
May-2020	H1 Hotel, 423 and 425	260.00	17,497	$14,860
	Reclamation Street,
	Mong Kok

The 2 commercial comparable properties of The Unit Serviced Apartments

Month of
transaction	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$ Million)	(sq. ft.)	(per sq. ft.)
Dec-2020	Unit 2 on Ground Floor,	39.0	883	$44,168
	Green Valley Mansion,
	51 Wong Nai Chung
	Road
Aug-2018	Shop A on Ground Floor,	15.0	320	$46,875
	Broadview Mansion,
	75B Wong Nai Chung
	Road

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The 11 residential comparable properties of The Unit Serviced Apartments

Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$ Million)	(sq. ft.)	(per sq. ft.)
Jan-2021	Flat A, 12/F, Fortuna Court,	10.000	468	$21,357
	1 Wong Nai Chung Road
Jan-2021	Flat E, 3/F, Eight Kwai Fong	11.543	398	$29,003
	Happy Valley, 8 Kwai
	Fong Street
Jan-2021	Flat F, 8/F, Eight Kwai Fong	13.238	428	$30,930
	Happy Valley, 8 Kwai
	Fong Street
Dec-2020	Flat B, 8/F, Eight Kwai Fong	13.345	402	$33,197
	Happy Valley, 8 Kwai
	Fong Street
Dec-2020	Flat A, 8/F, Eight Kwai Fong	13.293	411	$32,343
	Happy Valley, 8 Kwai
	Fong Street
Nov-2020	Flat F, 10/F, Eight Kwai	13.584	428	$31,738
	Fong Happy Valley, 8
	Kwai Fong Street
Nov-2020	Flat F, 5/F, Eight Kwai Fong	12.060	428	$28,178
	Happy Valley, 8 Kwai
	Fong Street
Nov-2020	Flat A, 19/F, Le Village, 49	8.000	379	$21,108
	Village Road
Nov-2020	Flat B, 17/F, Le Village, 49	7.050	294	$23,991
	Village Road
Jul-2020	Flat B, 28/F, The Gracedale,	9.060	392	$23,123
	23 Yuk Sau Street
Jun-2020	Flat A, 6/F, Fortuna Court, 1	11.500	468	$24,560
	Wong Nai Chung Road

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The 5 commercial comparable properties of MORI MORI Serviced Apartments

Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$ Million)	(sq. ft.)	(per sq. ft.)
Jan-2021	Shop A and Shop B on	38.0	1,129	$33,658
	Ground Floor, Man Shek
	Building, 404-406 Jaffe
	Road
Aug-2020	Shops 6 and 7 on Ground	29.0	880	$32,955
	Floor, Dandenong
	Mansion, 379-389 Jaffe
	Road
Jul-2020	Shop E on Ground Floor,	17.5	348	$50,287
	Lucky Plaza, 315-321
	Lockhart Road
Mar-2020	Shop A on Ground Floor,	30.0	647	$46,368
	Fuji Building, 381-383
	Lockhart Road
Jul-2019	Ground Floor, 17 Morrison	19.0	533	$35,647
	Hill Road

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The 8 residential comparable properties of MORI MORI Serviced Apartments

Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$ Million)	(sq. ft.)	(per sq. ft.)
Jan-2021	13/F, Galway Court, 9 Cross	5.80	311	$18,650
	Street
Dec-2020	Flat A, 20/F, Sam Yuen	6.00	389	$15,424
	Mansion, 204-210
	Lockhart Road
Dec-2020	Flat A, 20/F, Mei Fai	6.68	427	$15,644
	Mansion 110-116 Jaffe
	Road
Dec-2020	Flat A, 15/F, Tai Wo Mansion	5.90	388	$15,206
	2-8 Tai Wo Street
Oct-2020	Flat A, 5/F, Eastman Court,	4.60	309	$14,887
	229-233 Hennessy Road
Oct-2020	Flat B, 7/F, Eastman Court,	5.12	309	$16,570
	229-233 Hennessy Road
Sep-2020	Flat B, 11/F, Eastman Court,	5.00	309	$16,181
	229-233 Hennessy Road
Aug-2020	Flat A, 7/F, Eastman Court,	5.15	309	$16,667
	229-233 Hennessy Road

For details on the above comparable properties, please refer to the section headed "Property Valuation Report" contained in Appendix I(B) to the Circular.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

From our review of the information of the above 29 comparable properties, we noted that the selected comparable properties ranged from (i) HK$11,577 to HK$14,860 per square feet for comparable hotel premises of The Emperor Hotel; (ii) HK$44,168 to HK$46,875 per square feet and HK$21,108 to HK$33,197 per square feet for comparable commercial/ apartment premises and retail premises of The Unit Serviced Apartments, respectively; and (iii) HK$32,955 to HK $50,287 per square feet and HK$14,887 to HK$18,650 per square feet for comparable commercial/apartment premises and retail premises of MORI MORI Serviced Apartments, respectively.

The Property Valuer had inspected the exterior of the Properties and where possible, also the interior of the Properties. Although no structural surveys have been made, no serious defects were noted during the inspection. From our interview with the Property Valuer, we also note that when valuing the Properties using the market approach and making reference to the sales information of comparable properties in the market, the Property Valuer had considered the different attributes between the Properties and the comparable properties in terms of their respective transaction time, location, view, and other relevant factors, and had made adjustments accordingly. In this regard, we understand that if a comparable is superior to the Property in term of the attributes such as transaction time, location, building age, size, frontage, layout, and headroom, a downward adjustment would be made to adjust down the unit rate of that comparable, and vice versa. Such valuation adjustments show that the Property Valuer had taken into consideration the differences between the comparable properties and the Properties, and we also consider these adjustments to be logical. Accordingly, we consider the adjustments applied to the comparable properties in deriving the valuation of the Properties as fair and reasonable.

After these valuation adjustments and analysis were considered given the differences in location, size and other characteristics between the comparable premises and the Properties, we understand that the Property Valuer had multiplied the respective analysed unit rate for the Properties with their respective size of area, and reached the aggregate appraised value of the Properties of HK$2,015 million as at 31 January 2021.

Given that Hong Kong has an active and well-publicised property market and that from our review of the samples, there already exists a sufficient amount of comparable properties available for analysis, we are of the view that these comparable properties provide good and objective benchmarks for valuing the Properties, and that the market approach was appropriate for such valuation.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We also noted from the Business Valuation Report that, after having obtained the valuation of the Properties of HK$2,015 million as at 31 January 2021, the Business Valuer had added to such value the amount of the Target Group's other current and non-current assets and liabilities and reached the valuation of the market value of the business enterprise value of the Target Group of approximately HK$2,083 million. For current assets and current liabilities, the Business Valuer had assumed that the book value of these assets and liabilities reflects their market value as they are short-term in nature, while for the amounts due to fellow subsidiaries and the bank loans, as they had contributed to the business enterprise value of the Target Group, the Business Valuer considered that it was not necessary to deduct them from the total assets of the Target Group in its valuation. We have discussed with the Business Valuer in this regard and noted that by definition, business enterprise value includes contributions from equity holders and debt holders. The Business Valuer further explained that the amounts due to fellow subsidiaries are similar to borrowings obtained from other related parties for the purposes of conducting businesses, and hence they are similar to debts which should be reflected in the valuation of the business enterprise value of the Target Group and should not be deducted.

5.4. Valuation adjustment

As discussed above, after the valuation of the Properties was conducted, the Business Valuer not only had to assess if adjustments were needed for other assets and liabilities of the Target Group, but also had to determine if valuation adjustment was required for the valuation of the market value of the business enterprise value of the Target Group. In this regard, we had referred to the consolidated statement of financial position of the Target Group as at 31 January 2021 which were provided to us by the Company and noted that the value of the Target Group's other assets and liabilities had been properly reflected in the valuation of the market value of its business enterprise value.

In this regard, we noted from the Business Valuation Report that, the Business Valuer considered valuation adjustments, which are usually adopted through applying the discount for lack of marketability ("DLOM"), as not applicable to its valuation of the market value of the business enterprise value of the Target Group, given that (i) the primary assets of the Target Group were the Properties and hence acquiring the Target Group is essentially equal to acquiring the Properties, which are relatively easy to be sold in an open market compared to the equity interest of other private companies; (ii) the valuation of the Properties was made reference to the transaction prices of comparable properties, which already reflect the DLOM on the asset's level and hence no further DLOM adjustments would be required on the company's level.

In other words, given that the market values used in estimating the values of the primary assets of the Target Group (i.e., the Properties) had already reflected DLOM, the Business Valuer considered, and we agreed, that it was not necessary to apply additional DLOM on the company's level, given that doing so would lead to the problem of double counting DLOM. Accordingly, we consider that it is fair and reasonable to not apply the DLOM in the valuation of the market value of the business enterprise value of the Target Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5.5. Valuation assumptions

According to the Property Valuation Report, the valuation of the Properties was made on the assumption that (i) the interiors of the Properties are finished and maintained in reasonable conditions commensurate with their ages and uses, and the Properties are in their original/approved layouts without any unauthorized structures, extensions, and alterations; and (ii) the Properties are provided with normal and satisfactory building services for their existing uses as at 31 January 2021. In addition, the Property Valuer made no allowance for any charges, mortgages or amounts neither owing on the Properties valued nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, the Property Valuer assumed that the Properties are free from encumbrances, restrictions and outgoings of an onerous nature which could affect the value of the Properties. We noted from the Property Valuer that these assumptions are commonly adopted in the valuation of properties. Given that we consider it objective and appropriate to appraise the Properties the same way as other similar properties on an open market, and that nothing material has come to our attention, we are of the view that these valuation assumptions are fair and reasonable.

Regarding the Business Valuation Report, we noted that the Business Valuer has made various assumptions for the valuation of the market value of the business enterprise value of the Target Group. We have discussed with the Business Valuer and reviewed the assumptions made and nothing has come to our attention which would lead us to doubt the fairness and reasonableness of the assumptions adopted in the Business Valuation Report.

Since we are not aware of any material changes regarding the underlying assumptions and factors as at the Latest Practicable Date, we maintain our opinion that the Property Valuation Report and the Business Valuation Report, as well as their underlying bases, methodologies and assumptions, are appropriate and that the Property Valuation Report and the Business Valuation Report are appropriate references for determining the valuation of the market value of the Properties and the market value of the business enterprise value of the Target Group respectively.

5.6. Section conclusion

Given that the Consideration is equivalent to the valuation of the market value of the business enterprise value of the Target Group of approximately HK$2,083 million as at 31 January 2021 as stated in the Business Valuation Report, we consider that the Consideration is on normal commercial terms, is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

6. Financial effects of the Transaction

Immediately after Completion, the Target Company will become an indirect non-wholly owned subsidiary of the Company and remain to be a subsidiary of Emperor International (through its shareholdings in the Company).

As a result, the consolidated financial results of the Target Group will be consolidated into the consolidated financial statements of the Group. Based on the unaudited pro forma financial information of the Enlarged Group as set out in Appendix V to the Circular, the financial effects of the Transaction on the Enlarged Group's earnings, working capital and net asset value are set out below. It should be noted that the analysis below is for illustrative purposes only and does not purport to represent how the financial position of the Enlarged Group would be upon Completion.

6.1. Earnings

According to the 2020 Annual Report, the profit attributable to Shareholders was approximately HK$264 million for the year ended 31 March 2020. Assuming Completion had taken place on 1 April 2019, the unaudited pro forma consolidated profit attributable to the Shareholders of the Enlarged Group for the year ended 31 March 2020 would increase to approximately HK$664 million.

6.2. Working capital

The working capital position of the Group is expected to decrease immediately upon Completion, as the Consideration and the acquisition-related transaction costs will be settled by cash in the total sum of approximately HK$2,083 million and HK$1.6 million respectively.

According to the 2020 Interim Report, the Group had short-term deposits and bank balances and cash in aggregate of approximately HK$3,379 million as at 30 September 2020, meaning that the Group has sufficient cash resources to settle the Consideration. Accordingly, the Transaction is not expected to exert considerable pressure to the working capital of the Enlarged Group upon Completion.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

6.3. Net asset value

Assuming Completion had taken place on 30 September 2020, the unaudited pro forma consolidated total assets and total liabilities of the Enlarged Group would increase to approximately HK$6,043 million and HK$571 million respectively. Accordingly, the unaudited pro forma consolidated net asset value attributable to the Shareholders of the Enlarged Group would decrease to approximately HK$4,495 million.

Based on the above analysis, we noted that while the Transaction would have a temporary negative effect on the Enlarged Group's working capital position and net asset value, it would have a positive effect on the Enlarged Group's earnings. In addition, it is expected that the Consideration will not exert considerable pressure on the working capital of the Enlarged Group upon Completion. Having considered the reasons and benefits of the Transaction, the fairness and reasonableness of the Consideration and the future revenue to be generated from the Target Group, we are of the view that the short-term adverse financial impacts of the Transaction on the Enlarged Group's working capital position and net asset value are commercially justifiable.

RECOMMENDATION

Having considered the principal factors and reasons referred to above, we considered that the entering into of the SP Agreement and the Transaction contemplated thereunder would enrich the Group's assets portfolios and in turn drive its continuous success through tactful expansion of the Group's principal businesses from time to time. Given that the Transaction is of necessity for the Group's strategic expansion in its principal businesses, the entering into of the SP Agreement and the Transaction contemplated thereunder are considered to be in the ordinary and usual course of business of the Group.

We are also of the view that, the SP Agreement and the Transaction contemplated thereunder are on normal commercial terms, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the resolution(s) approving the SP Agreement and the Transaction contemplated thereunder at the SGM. We also recommend the Independent Shareholders to vote in favour of the resolution(s) relating to the SP Agreement and the Transaction contemplated thereunder at the SGM.

Yours faithfully,

For and on behalf of

Pelican Financial Limited

Charles Li*

Managing Director

Charles Li is a responsible person registered under the SFO to carry out Type 6 (advising on corporate finance) regulated activity for Pelican Financial Limited and has over 30 years of experience in the accounting and financial services industry.

- 58 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

30 April 2021

The Board of Directors

Emperor International Holdings Limited

28/F, Emperor Group Centre

288 Hennessy Road

Wan Chai, Hong Kong

AND

The Board of Directors

Emperor Entertainment Hotel Limited

28/F, Emperor Group Centre

288 Hennessy Road

Wan Chai, Hong Kong

Dear Sirs/Madams,

Re: Business Enterprise Value of Poly Keen International Limited and its Subsidiaries

According to our discussion with Emperor International Holdings Limited ("Emperor International") and Emperor Entertainment Hotel Limited ("Emperor E Hotel", together with Emperor International collectively referred to as the "Parties"), we understand that the Parties through their respective subsidiaries entered into a sale and purchase agreement (the "SP Agreement") on 16 March 2021. Pursuant to the SP Agreement, Emperor Hotel Group Limited (the "Vendor"), which is a direct wholly-owned subsidiary of Emperor International, conditionally agreed to sell, and Emperor Hotel Investment Limited (the "Purchaser"), which is an indirect non- wholly owned subsidiary of Emperor E Hotel, conditionally agreed to purchase the entire equity interest in Poly Keen International Limited (the "Target Company"), an indirect wholly-owned subsidiary of Emperor International and the loan due from the Target Company to the Vendor.

The Parties engaged Flagship Appraisals and Consulting Limited ("Flagship Appraisals") to perform an independent valuation for the Business Enterprise Value of the Target Company and its subsidiaries (collectively referred to as the "Target Group") as at 31 January 2021 (the "Valuation

Date").

- I(A)-1 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

Our analysis and result, which are to be used only in their entirety, are for the use of the Parties for internal reference purposes only and will be formed parts of the Parties' circulars. They are not to be used for any other purposes or by any other party, without our express written consent. No one should rely on our analysis and result as a substitute for their own judgement or due diligence. The following report summarizes the result and findings based on our analysis.

This valuation engagement is conducted in accordance with the International Valuation Standards. The estimate of value that results from this valuation engagement is expressed as a conclusion of value.

Based on our analysis, the Business Enterprise Value of the Target Group, on a controlling non-marketable basis, as at the Valuation Date was as below:

31 January 2021	In HKD'000
Business Enterprise Value	2,082,485

This result is subject to the assumptions, the Limiting Conditions, and the Statement of General Services Conditions described in this report. We have no obligation to update this report or our result for information that comes to our attention after the date of this report.

Yours faithfully,

For and on behalf of

FLAGSHIP APPRAISALS AND CONSULTING LIMITED

Ferry S.F. Choy

MSc. Fin, CFA, ICVS

Managing Director

- I(A)-2 -

APPENDIX I(A)	BUSINESS VALUATION REPORT
CONTENT
1.	EXECUTIVE SUMMARY. . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	SCOPE OF SERVICES . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	BASIS OF VALUE . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	PREMISE OF VALUE. . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	LEVEL OF VALUE . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	SOURCES OF INFORMATION. . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	COMPANY OVERVIEW. . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	VALUATION METHODOLOGY . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	GENERAL ASSUMPTIONS . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
11.	ADJUSTED NET ASSET VALUE . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
12.	LIMITING CONDITIONS . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
13.	CONCLUSION . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
EXHIBIT A - STATEMENT OF GENERAL SERVICES CONDITIONS . . . . . . . . . . . . . .	14
EXHIBIT B - INVOLVED STAFF BIOGRAPHIES	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- I(A)-3 -

APPENDIX I(A)	BUSINESS VALUATION REPORT
1.	EXECUTIVE SUMMARY
	Governing Standard:	International Valuation Standards
	Purpose:	Internal reference
	Standard of Value:	Market value
	Premise of Value:	Value as a going concern
	Level of Value:	Controlling non-marketable interest
	Clients:	Emperor International Holdings Limited
		Emperor Entertainment Hotel Limited
	Target:	Business Enterprise Value of Poly Keen International
		Limited and its subsidiaries
	Type of Entity:	Private company
	Valuation Date:	31 January 2021
	Report Date:	30 April 2021
	Methodology:	Cost approach - Adjusted Net Asset Value
	Valuation Result (HKD'000):	2,082,485

2. INTRODUCTION

The Purchaser and the Vendor entered into the SP Agreement on 16 March 2021, pursuant to which the Vendor conditionally agreed to sell, and the Purchaser conditionally agreed to purchase the entire equity interest in the Target Company and the loan due from the Target Company to the Vendor.

We are engaged to perform an independent valuation for the Business Enterprise Value of the Target Group as at the Valuation Date. It is our understanding that our analysis and result, which are used only in their entirety, are used by the Parties for internal reference purposes only, and will be formed parts of the Parties' circulars.

Our analysis was conducted for the above purpose and this report should be used for no other purpose or by any other party, without our express written consent. No one should rely on our analysis and result as a substitute for their own judgement or due diligence.

- I(A)-4 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

The Target Company, through its subsidiaries, hold a hotel and two service apartments (collectively referred to as the "Properties"). The valuations of the Properties (the "Property Valuation") are conducted by Savills Valuation and Professional Services Limited (the "Property Valuer"). For details of the valuations of the Properties, please refer to the Property Valuation Report as set out in Appendix I(B) to this circular. We have discussed the valuation methodology and basis adopted in the Property Valuation with the Property Valuer. This valuation has been relied on the results of the Property Valuation to form our opinion.

The approaches and methodologies used in our work do not comprise an examination in accordance with generally accepted accounting principles, the objective of which is an expression of an opinion regarding the fair presentation of financial statements or other financial information, whether historical or prospective.

Our work is performed subject to the assumptions, the Limiting Conditions, and the Statement of General Services Conditions described in this report.

3. SCOPE OF SERVICES

The scope of service includes the valuation of the business enterprise value of the Target Group as at the Valuation Date.

4. BASIS OF VALUE

The basis of value for this valuation is Market Value. According to International Valuation Standard, Market Value is defined as "the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion."

5. PREMISE OF VALUE

Premise of value means an assumption regarding the most likely set of transactional circumstances that may be applicable to a valuation. In general, there are two types of premises: 1) going concern and 2) liquidation.

Going concern: a business is expected to continue operation without intention or threat of liquidation; and

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APPENDIX I(A)

BUSINESS VALUATION REPORT

Liquidation: a business is clearly going to cease operation in the near future. It can be further classified into orderly liquidation or forced liquidation.

For this valuation, the premise of value should be going concern. Going concern value is defined as "the value of a business enterprise that is expected to operate into the future. The intangible elements of Going Concern Value result from factors such as having a trained workforce, an operational plant, and the necessary licenses, systems, and procedures in place".

6. LEVEL OF VALUE

The control characteristics and marketability characteristics significantly affect the value of an equity interest. The combination of these characteristics commonly refers to the level of value. There are four basic levels of value: 1) controlling marketable interest value, 2) controlling non- marketable interest value, 3) non-controlling marketable interest value, and 4) non-controlling non- marketable interest value.

In this case, the level of value is controlling non-marketable interest value as we are evaluating the business enterprise value of the Target Group which is the value of the whole business.

7. SOURCES OF INFORMATION

Sources of data utilized in our analysis include but are not limited to the following:

Unaudited consolidated management accounts of the Target Group for the ten months ended 31 January 2021;
Unaudited consolidated management accounts of the Target Group for the years ended 31 March 2018, 31 March 2019 and 31 March 2020;
Group chart of the Target Group as at the Valuation Date; and
The Property Valuation prepared by the Property Valuer.

We have also relied upon publicly available information from sources on capital markets, including industry reports, various databases of publicly traded companies, and news.

We express no opinion and accept no responsibility for the accuracy and completeness of the financial information or other data provided to us by others. We assume that the financial and other information provided to us is accurate and complete, and we have relied upon this information to perform our assessment.

- I(A)-6 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

8. COMPANY OVERVIEW

Poly Keen International Limited

The Target Company is a company incorporated in BVI and an indirect wholly-owned subsidiary of Emperor International. The Target Company, through its subsidiaries, engaged in hospitality business and property investment in Hong Kong. Major assets held under the Target Group include the Properties, i.e. The Emperor Hotel, The Unit Serviced Apartments and MORI MORI Serviced Apartments.

The Emperor Hotel

It is a 29-storey hotel with a gross floor area of 115,728 square feet located in Wan Chai, Hong Kong. It offers 299 guest rooms together with leisure, dining and parking facilities. According to Hotels.com, the hotel is regarded as a 4-star hotel.

There are three restaurants in the hotel. Monkey Café and Golden Valley are directly operated by the hotel and The Crown is being operated by another subsidiary of the Target Company.

The Unit Serviced Apartments

It is a 21-storey composite building with G/F to 1/F devoted to retail use whilst upper floors accommodate 68 serviced apartments in Happy Valley, Hong Kong.

MORI MORI Serviced Apartments

It is a 12-storey composite building with G/F to 2/F devoted to retail/office uses whilst upper floors accommodate 18 stylish serviced apartments with state-ofthe-art facilities and professional customer services.

9. VALUATION METHODOLOGY

There are three common approaches used to estimate the value of an asset, namely the cost approach, market approach, and income approach.

Cost Approach: this is a general way of determining a value indication of a business ownership interest by using one or more methods based on the value of the net asset. Value is established based on the principle of substitution. It means the value of a business ownership interest depends on the cost of reproducing or replacing the asset after considering depreciation from physical deterioration as well as functional and economic obsolescence, if present and measurable.

- I(A)-7 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

Market Approach: this is a general way of determining a value indication of a business ownership interest by using one or more methods that compare the subject to similar business ownership interests that have been sold. Value is established based on the principle of competition. It means if a business is similar to another business and can replace it for the other, then they should be equal in value.

Income Approach: this is a general way of determining a value indication of a business ownership interest by using one or more methods that convert anticipated benefits into a present value amount. Value is established based on the principle of anticipation. It means the value of a business ownership interest is the sum of the present value of future economic benefit streams.

9.1. Selection of Methodology

In any valuation, all three approaches should be considered, and the approach or approaches deemed most relevant will then be selected for use in the valuation.

As at the Valuation Date, the global economy had been seriously impacted by an unprecedented pandemic of COVID-19. Various industries including hospitality, traditional retail, food, and beverage had witnessed significant influence, while several industries whose business processes are carried out on the internet are less affected. At the time of this report, the impact of the pandemic remains and Hong Kong's economy has not yet recovered.

As a going concern entity, the value of its hospitality business depends primarily on the future economic benefits generated from the operation. However, as the result from the income approach depends on how reliable a projection is and it would not be easy to come up with a reliable projection for the hospitality business under the current situation, we decide not to apply the income approach as the valuation methodology.

The market approach should also be a good methodology for valuating an operating entity. In this case, majority of the value depends on the Properties. As the Properties have already been valued based on the market approach, the cost approach which based on net asset value on investment holding company level, should be able to reflect the value of the businesses.

Business enterprise value is a measure of a company's total value. Business enterprise value includes the market capitalization of a company, short-term and long-term debt.

*Business Enterprise Value =	Total Assets - Operating Liabilities
	- Non-Controlling Interests - Amount due to
	non-controlling interest of a subsidiary

Note*: It is a business enterprise value with cash and cash equivalents without non-controlling interests and amount due to non-controlling interest of a subsidiary. For this valuation, the Business Enterprise Value has included the value of the Sale Loan as the Sale Loan has not been deducted from the total assets.

- I(A)-8 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

10. GENERAL ASSUMPTIONS

A number of general assumptions have to be established in order to sufficiently support our result. The general assumptions adopted in this valuation are:

The Target Group does not possess other assets or liabilities other than those shown on the provided consolidated management accounts as at the Valuation Date;
There will be no material change in the existing political, legal, fiscal, foreign trade and economic conditions in Hong Kong;
There will be no significant deviation in the industry trend and market condition from the current market expectation;
There will be no major change in the current taxation law and policies in Hong Kong;
All relevant legal approvals, business certificates, or licenses for the normal course of operation are formally obtained, remain in good standing, and can be procured with no additional costs or fees; and
The Target Group will retain competent management, key personnel, and technical staff to support their on-going business operations.

11. ADJUSTED NET ASSET VALUE

The adjusted net asset method assumes that the value of the assets and liabilities of the

company provide an objective evidence for the value at which investors are willing to buy or sell the interest of the company.

The book value of the assets and liabilities should be adjusted to reflect their current Market Value. In order to calculate the business enterprise value, short-term and long-term debts would not be deducted from the total assets.

We have obtained the consolidated management accounts of the Target Group. As at the Valuation Date, the Target Group has the following assets and liabilities:

Current assets: bank balances and cash, trade and other receivables, inventories and taxation recoverable, etc.
Current liabilities: trade and other payables, taxation payable, amount due to non-controlling interests of a subsidiary and bank loans etc.

- I(A)-9 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

Non-currentassets: deposits paid for acquisition of investment properties/property, plant and equipment, investment properties and property, plant and equipment, including The Emperor Hotel, The Unit Serviced Apartments and MORI MORI Serviced Apartments
Non-currentliabilities: bank loans

Business Enterprise Value reflects the value of a business enterprise as a whole. It reflects the total value attributable to stakeholders who contribute capital to the business, i.e. equity holders and debt holders. Therefore, the Business Enterprise Value does not take the capital structure of a business into account. As a result, when estimating the Business Enterprise Value, debt-like instruments would not be deducted from the total assets of the company. Bank loans, the amounts due to fellow subsidiaries, and the amount due to non-controlling interests of a subsidiary are of similar nature to debts, except that bank loans are borrowings from external parties while the amounts due to fellow subsidiaries and the amount due to non-controlling interests of a subsidiary are borrowings from related companies or equity holders. Therefore, when estimating the Business Enterprise Value, neither bank loans, the amounts due to fellow subsidiaries, nor the amount due to non-controlling interests of a subsidiary are deducted from the total assets.

We assume the book value of the current assets reflects the Market Value as they are short- term in nature.

Current liabilities, such as trade payables and other payables, which are supporting the business operation but not regarded as sources of capital, would be deducted from the total assets to arrive at the Business Enterprise Value. We assume the book value of these operating current liabilities reflects the Market Value as they are short-term in nature.

In this case, we are not interested in the value contributed from the non-controlling interests, as such, non-controlling interests, and the amount due to non-controlling interests of a subsidiary are deducted to arrive at our final conclusion.

For the Properties, we have adjusted the book value based on the Property Valuation and estimated the corresponding deferred tax liabilities arisen due to the adjustments. For the rest of the non-current assets, we have relied on the book value.

For the non-current liabilities, as they are debts, they contribute to the business enterprise value and not necessarily to include them in our valuation.

- I(A)-10 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

The following table summarizes our calculation.

Table 1: Business Enterprise Value of the Target Group as at the Valuation Date

	Book Value	Adjustment	Market Value
	HKD'000	HKD'000	HKD'000
Bank balances and cash	36,297	-	36,297
Trade and other receivables	7,072	-	7,072
Inventories	601	-	601
Tax recoverable	218	-	218
Total current assets	44,188	-	44,188
Investment properties	515,000	-	515,000
Property, plant and equipment	1,523,457	5,775	1,529,232
Deposits paid for Investment
Properties/Property, Plant and
Equipment	8,577	-	8,577
Total non-current assets	2,047,034	5,775	2,052,809
Total assets	2,091,222	5,775	2,096,997
Less: trade and other payables	(12,272)	-	(12,272)
Less: tax payables	(8)	-	(8)
Less: deferred tax liabilities	-	(953)	(953)
Business Enterprise Value with
non-controlling interests	2,078,942	4,822	2,083,764
Less: non-controlling interests	811	-	811
Less: amount due to non-controlling
interests of a subsidiary	(2,090)	-	(2,090)
Business Enterprise Value	2,077,663	4,822	2,082,485

11.1. Valuation adjustment

In this case, we are evaluating the business enterprise value and the value is estimated based on adjusted net asset value. Value developed based on adjusted net asset value implies the asset holder could exercise its control over the assets. As such, there is not necessarily to apply additional valuation adjustment for controlling shareholder's privileges.

For a closely held private company, lack of marketability means that there is no readily available market for the asset holders to transact. As adjusted net asset value is developed based on the Market Values of individual assets and liabilities, which implied the marketability of the assets and liabilities should have been reflected. As a result, it is not necessarily to apply additional marketability discount.

- I(A)-11 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

12. LIMITING CONDITIONS

We have made no investigation of and assumed no responsibility for the title to or any liabilities against the Target Group.

The opinion expressed in this report has been based on the information supplied to us by the Parties and their staff, as well as from various institutes and government bureaus without verification. All information and advice related to this valuation are provided by the management. Readers of this report may perform due diligence themselves. We have exercised all due care in reviewing the supplied information. Although we have compared key data supplied to us with their expected values, the accuracy of the results and conclusions from the review relies on the accuracy of the supplied data. We have relied on this information and have no reason to believe that any material facts have been withheld, or that a more detailed analysis may reveal additional information. We do not accept responsibility for any error or omission in the supplied information and do not accept any consequential liability arising from commercial decisions or actions resulting from them.

This result reflects facts and conditions as they exist at the Valuation Date. Subsequent events have not been considered, and we have no obligation to update our report for such events and conditions.

13. CONCLUSION

Based on our analysis as described in this report, the Market Value of the business enterprise value of the Target Group, on a controlling non-marketable basis as at the Valuation Date was as below:

In HKD'000

Business Enterprise Value

2,082,485

The opinion of value was based on generally accepted valuation procedures and practices that rely extensively on the use of numerous assumptions and the consideration of many uncertainties, not all of which can be easily quantified or ascertained.

- I(A)-12 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

We hereby certify that we have neither present nor prospective interests in the subject under valuation. Moreover, we have neither personal interests nor biases with respect to the parties involved.

Yours faithfully,

For and on behalf of

FLAGSHIP APPRAISALS AND CONSULTING LIMITED

Ferry S.F. Choy

MSc. Fin, CFA, ICVS

Managing Director

- I(A)-13 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

EXHIBIT A - STATEMENT OF GENERAL SERVICES CONDITIONS

The service(s) provided by Flagship Appraisals and Consulting Limited will be performed in accordance with the professional valuation standard. Our compensation is not contingent in any way upon our conclusions of value. We assume, without independent verification, the accuracy of all data provided to us. We will act as an independent contractor and reserve the right to use subcontractors. All files, working papers or documents developed by us during the course of the engagement will be our property. We will retain this data for at least seven years after completion of the engagement.

Our report is to be used only for the specific purpose stated herein and any other use is invalid. No reliance may be made by any third party without our prior written consent. You may show our report in its entirety to those third parties who need to review the information contained herein. None should rely on our report as a substitute for their own due diligence or judgment. No reference to our name or our report, in whole or in part, may be made in any document you prepare and/or distribute to third parties without our written consent.

You agree to indemnify and hold us harmless against and from any and all losses, claims, actions, damages, expenses, or liabilities, including reasonable attorneys' fees, to which we may become subject in connection with this engagement. You will not be liable for our negligence. Your obligation for indemnification and reimbursement shall extend to any controlling person of Flagship Appraisals and Consulting Limited, including any director, officer, employee, subcontractor, affiliate, or agent. In the event we are subject to any liability in connection with this engagement, regardless of advanced legal theory, such liability will be limited to the amount of fees we received for this engagement.

We reserve the right to include your company name in our client list, but we will maintain the confidentiality of all conversations, documents provided to us, and the contents of our reports, subject to legal or administrative process and proceedings. These conditions can only be modified by written documents executed by both parties.

- I(A)-14 -

APPENDIX I(A)

BUSINESS VALUATION REPORT

EXHIBIT B - INVOLVED STAFF BIOGRAPHIES

Ferry S.F. Choy, MSc. Fin, CFA, ICVS

Managing Director

Mr. Choy is the Managing Director of Flagship Appraisals and Consulting Limited. Before taking up his current position, he had worked in the accounting and valuation profession for nearly 15 years, over 10 years of which were spent in the valuation profession. Throughout his career, Mr. Choy has served many listed companies domiciled in Hong Kong, China, Malaysia and Singapore. In his position as Director at Greater China Appraisals, Mr. Choy's experience included management advice, project evaluation, public listings, M&A and valuation of different assets.

Mr. Choy is a Charterholder of Chartered Financial Analyst (CFA) and an International Certified Valuation Specialist (ICVS) - a professional credential in business valuation issued by the International Association of Certified Valuation Specialists (IACVS). He served on the Continuous Education Committee of the IACVS Hong Kong Chapter for one year, providing business valuation training courses to its members. He also provides training courses to different professional bodies including HKICPA and CPA Australia.

Mr. Choy has acted as a valuation specialist in different transactions of listed companies including disclosable acquisitions and disposals. He has also acted as an Expert Witness and a Single and Joint Expert in a number of commercial and family law assignments involving business valuation and shareholder disputes.

- I(A)-15 -

APPENDIX I(B)	PROPERTY VALUATION REPORT

The Directors	The Directors	Savills Valuation and
Emperor International Holdings Limited	Emperor Entertainment Hotel Limited	Professional Services Limited
28th Floor	28th Floor	Room 1208
Emperor Group Centre	Emperor Group Centre	1111 King's Road, Taikoo Shing
288 Hennessy Road	288 Hennessy Road		Hong Kong
Wan Chai	Wan Chai	T: (852)	2801 6100
Hong Kong	Hong Kong	F: (852)	2530 0756
		EA LICENCE: C-023750
			savills.com

30 April 2021

Dear Sirs,

Re: (1) 373 Queen's Road East, Wan Chai, Hong Kong

46 and 48 Morrison Hill Road, Wan Chai, Hong Kong
17 Yik Yam Street, Happy Valley, Hong Kong (collectively known as the "Properties")

We are jointly instructed by Emperor International Holdings Limited ("EIHL") and Emperor Entertainment Hotel Limited ("EEHL") to assess the Market Value of the Properties as at 31 January 2021 (the "Valuation Date") for the purposes of inclusion in the public circulars to be issued by EIHL and EEHL respectively in relation to the sale and purchase of the Properties.

The Properties are held by EIHL as at the Valuation Date for investment purpose and to be acquired by EEHL for investment purpose.

We confirm that we have carried out inspection, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our assessment of such value as at the Valuation Date.

Basis of Valuation

Our valuation is our opinion of the respective Market Values of the Properties which we would define as intended to mean "the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion".

- I(B)-1 -

APPENDIX I(B)

PROPERTY VALUATION REPORT

Moreover, Market Value is understood as the value of an asset or liability estimated without regard to costs of sale or purchase (or transaction) and without offset for any associated taxes or potential taxes.

Our valuation has been undertaken in accordance with the HKIS Valuation Standards 2020 published by The Hong Kong Institute of Surveyors ("HKIS"), which incorporates the International Valuation Standards, and (where applicable) the relevant HKIS or jurisdictional supplement. We have also complied with Chapter 5 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

Identification and Status of the Valuer

The subject valuation exercise is handled by Mr. Freddie Ling and Mr. Eddie So. Mr. Freddie Ling is the Senior Director of Savills Valuation and Professional Services Limited ("SVPSL") and a Member of HKIS with over 35 years' experience in valuation of properties in Hong Kong. Mr. Eddie So is the Director of SVPSL and a Member of HKIS with over 26 years' experience in valuation of properties in Hong Kong. Both of them have sufficient knowledge of the relevant market, skills and understanding to handle the subject valuation exercise competently.

Prior to your instructions for us to provide this valuation services in respect of the Properties, SVPSL had not been involved in valuation of the Properties in the past 12 months.

We are independent of EIHL and EEHL. We are not aware of any instances, which would give rise to potential conflict of interest from SVPSL or Mr. Freddie Ling or Mr. Eddie So in the subject exercise. We confirm SVPSL, Mr. Freddie Ling and Mr. Eddie So are in the position to provide objective and unbiased valuation for the Properties.

Valuation Methodology

In preparing our valuation of the Properties, we have principally adopted the sales comparison approach and made reference to sales of comparable properties as available in the market. In our valuation, we have considered the different attributes between the Properties and the comparables in terms of transaction time, location, view, and other relevant factors, and have made adjustments accordingly.

- I(B)-2 -

APPENDIX I(B)

PROPERTY VALUATION REPORT

Title Investigations

We have not been provided with copies of title documents relating to the Properties, but we have caused searches of the Properties at the Land Registry. We have not, however, searched the original documents to verify ownership or to ascertain the existence of any amendment which does not appear on the copies handed to us. As advised by EIHL and EEHL and to the best of their knowledge, there are no significant investigations, notices, pending litigations, breaches of law or title defects against the Properties. In our valuation, we have assumed that the Properties have good legal titles and are freely transferable in the market. We do not accept a liability for any interpretation which we have placed on such information which is more properly the sphere of your legal advisers.

Valuation Consideration and Assumptions

We have relied to a very considerable extent on information given by EIHL and EEHL and have accepted information given to us on such matters as planning approvals or statutory notices, easements, tenure, lettings, statements, building plans, floor plans, floor areas and all other relevant matters. We have no reason to doubt the truth and accuracy of the information provided to us by EIHL and EEHL. We have been advised by EIHL and EEHL that no material facts have been omitted from the information provided.

We have not carried out on-site measurements to verify the correctness of the floor areas in respect of the Properties. Dimensions, measurements and areas included in this report are based on information contained in the documents provided to us and are therefore only approximations.

We have inspected the exterior of the Properties and where possible, we have also inspected the interior of the Properties. Our inspections were carried out by Mr. Martin Wong, MHKIS, MRICS on 10 March 2021. However, no structural surveys have been made, but during our inspection, we did not note any serious defects. We are not, however, able to report that the Properties are free of rot, infestation, or any other structural defect. No tests were carried out to any of the services. No environmental studies for the Properties have been made. In undertaking our valuation, we have assumed that the interiors of the Properties are finished and maintained in reasonable conditions commensurate with their ages and uses, and the Properties are in their original/approved layouts without any unauthorized structures, extensions, and alterations. We have also assumed in our valuation that the Properties are provided with normal and satisfactory building services for their existing uses as at the Valuation Date.

As advised by EIHL and EEHL and to the best of their knowledge, there were no plans for substantial construction, renovation, improvement, development or change of uses of the Properties as at the Valuation Date.

- I(B)-3 -

APPENDIX I(B)

PROPERTY VALUATION REPORT

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the Properties nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the Properties are free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

Except for the purpose of disclosure in the public circulars to be issued by EIHL and EEHL in connection with the sale and purchase of the Properties, neither the whole nor any part of the valuation report nor any reference thereto may be included in any document, circular or statement without our written approval of the form and context in which it may appear.

We enclose herewith our summary of values and valuation report.

Yours faithfully

For and on behalf of

Savills Valuation and Professional Services Limited

Freddie Ling	Eddie C K So
MRICS MHKIS RPS(GP)	MRICS MHKIS RPS(GP)
Senior Director	Director

Note: Mr. Freddie Ling is a professional surveyor who has over 35 years' experience in valuation of properties in Hong Kong.

Mr. Eddie C K So is a professional surveyor who has over 26 years' experience in valuation of properties in Hong Kong.

- I(B)-4 -

APPENDIX I(B)	PROPERTY VALUATION REPORT
		SUMMARY OF VALUES
			Market value in
			existing state as at
	Property		31 January 2021
1.	373 Queen's Road East, Wan Chai, Hong Kong	HK$1,500,000,000
2.	46 and 48 Morrison Hill Road, Wan Chai, Hong Kong	HK$250,000,000
3.	17 Yik Yam Street, Happy Valley, Hong Kong	HK$265,000,000

		Total:	HK$2,015,000,000

- I(B)-5 -

APPENDIX I(B)	PROPERTY VALUATION REPORT
VALUATION REPORT
		Market Value in
	Particulars of	existing state as at
No. Property Description and tenure	occupancy	31 January 2021

1. 373 Queen's The property is a 29-storey hotel As advised, EIHL HK$1,500,000,000 Road East, building erected on a site with a currently operates

Wan Chai,	registered site area of approximately	the	property	as	a	(Hong Kong Dollars
Hong Kong.	717 sq. m. (7,718 sq. ft.).	h o t e l		u n d e r	t h e	One Billion Five
		trade name of "The	Hundred Million)
Inland Lot	The building is located in between	Emperor Hotel".
No. 8970.	Queen's Road East and Hau Tak Lane,
	near their junctions with Morrison	T h e a v e r a g e
	Hill Road, in Wan Chai District. Wan	occupancy	rate	of
	Chai is a well-established commercial	the	hotel from	June
	and residential area in Hong Kong.	to	November	2020
	Developments in the vicinity of the	i s a p p r o x i m a t e l y
	building mainly comprise hotels and	54%.
	medical & healthcare facilities.
		T h e 2 5 t h F l o o r
	The building is completed in 2017.	of	the	property	is
	According to a set of building	subject	to	a	lease
	plans approved by the Building	f o r	a t e r m	o f	4
	Authority, the building consists of	years	commencing
	back of house facilities and plant	from	1 April	2019
	rooms on the Basement 2 Floor; car	to	31	March	2023
	parking spaces and plant rooms on	at	a	monthly	basic
	the Basement 1 Floor; car parking	rent of HK$160,000.
	spaces and back of house facilities	The	monthly	basic
	on the Lower Ground Floor; a hotel	rent	is	reduced	to
	entrance lobby with a caretaker's	H K $ 6 4 , 0 0 0	f o r
	and administration office, a cafe and	the	period	from	1
	plant rooms on the Ground Floor; a	December	2020	to
	restaurant and plant rooms on the 1st	28 February 2021.
	Floor, a lounge and plant rooms on
	the 2nd Floor; guestrooms and back

of house facilities on the 3rd to 24th Floors; and a lounge and plant rooms on the 25th Floor. The building provides a total of 299 guestrooms (including 7 suites), 10 private car parking spaces, a heavy good vehicle loading & unloading bay, 2 lay-bys for taxi/private car and a lay-by for coach/tour bus.

- I(B)-6 -

APPENDIX I(B)	PROPERTY VALUATION REPORT
		Market Value in
	Particulars of	existing state as at
No. Property Description and tenure	occupancy	31 January 2021

According to the building plans, the total gross floor area of the building is approximately 10,751.37 sq. m. (115,728 sq. ft.).

Inland Lot No. 8970 is held from the Government under Conditions of Sale No. 20142 for a term of 50 years commencing from 8 August 2011. The annual Government rent of the lot is 3% of the rateable value from time to time of the lot.

Notes:

Pursuant to the recent land register records, the current registered owner of the Property is Motive Drive Limited which is a company indirectly wholly owned by EIHL.
The Property is subject to a Legal Charge/Mortgage dated 3 July 2018 in favor of The Bank of East Asia, Limited, and registered vide memorial no. 18072002820274.
The Property lies within an area zoned "Commercial" under Wong Nai Chung Outline Zoning Plan No. S/H7/21 gazetted on 4 December 2020.
In undertaking our valuation of the Property, we have considered sales of hotel properties in urban areas of Hong Kong Island and Kowloon Peninsula in the past one year and selected 3 sales as comparables taking into account of their transaction time, location and scale. Details of the comparables are tabulated below:-

			Gross
Date	Hotel Name and Address	Consideration	Floor Area	Unit Rate
		(HK$ Million)	(sq. ft.)	(per sq. ft.)
Aug-2020	Le Petit Rosedale Hotel Hong Kong,	460.00	31,157	HK$14,764
	7 Moreton Terrace, Causeway Bay
Jul-2020	Queen's Hotel, 199 Queen's Road	310.00	26,777	HK$11,577
	West, Sai Ying Pun
May-2020	H1 Hotel, 423 and 425 Reclamation	260.00	17,497	HK$14,860
	Street, Mong Kok
			Average	HK$13,734
			Average	HK$13,000
			adjusted unit rate

- I(B)-7 -

APPENDIX I(B)

PROPERTY VALUATION REPORT

The unit rates of the comparables range from HK$11,577 to HK$14,860 per sq. ft. In our valuation, we have considered the different attributes between the Property and the comparables in terms of transaction time, location, view, building age & condition, and scale, and have made adjustments accordingly.
In applying adjustments to the comparable, if a comparable is superior to the Property in term of the abovementioned attributes, a downward adjustment would be made to adjust down the unit rate of that comparable, and vice versa. The average adjusted unit rates of the comparables arrive at a unit rate of approximately HK$13,000 per sq. ft. for the Property.
According to the Hong Kong Tourism Board, Wan Chai District has 10,709 hotel rooms which represent around 12% of the total hotel rooms in Hong Kong; and the average occupancy rate of the hotels in Wan Chai District from June to November 2020 is approximately 50%.

- I(B)-8 -

APPENDIX I(B)	PROPERTY VALUATION REPORT
								Market Value in
				Particulars of		existing state as at
No. Property	Description and tenure		occupancy			31 January 2021
2. 46 and 48	T h e p r o p e r t y i s a	1 2 - s t o r e y	Shop	unit on	the	HK$250,000,000
M o r r i s o n	commercial and residential composite	G r o u n d	F l o o r	o f
Hill	Road,	building erected on a site with a	46 Morrison Hill	(Hong Kong Dollars
Wan	Chai,	registered site area of approximately	Road	is	let	under	Two Hundred and
Hong Kong.	235.41 sq. m. (2,534 sq. ft.).	a t e n a n c y	f o r a	Fifty Million)
				t e r m o f 2 y e a r s
Inland Lot	The building is located at the	commencing	from
No. 8391.	south-western side of Morrison	1 M a r c h 2 0 1 9	a t
		Hill Road, near the junction of	a monthly rent	of
		Yat Sin Street and Lap Tak Lane,	HK$106,920 and a
		in Wan Chai District. Wan Chai	subsequent tenancy
		is a well-established commercial	f o r a	t e r m	o f 2
		and residential area in Hong Kong.	years	commencing
		Developments in the vicinity of the	from 1 March 2021
		building mainly comprise commercial	at a monthly rent of
		and residential composite buildings,	HK $ 80,190 . Shop
		office buildings and hotels.	unit on the Ground
				Floor of 48 Morrison
		The building is completed in 1977.	H i l l	R o a d	i s	l e t
		According to EIHL, the building	under a tenancy for
		had been substantially refurbished in	a term of 2 years
		2015.		commencing	from
				1 May 2019 at a
		According to a set of building plans	m o n t h l y	r e n t	o f
		approved by the Building Authority,	HK$82,000 for 1st
		the building consists of two shops	year and a monthly
		on the Ground Floor, two office	rent of HK$85,000
		units on each of the 1st and 2nd	for 2nd	year. All
		Floors; and two residential units on	m o n t h l y	r e n t s	o f
		each of the 3rd to 11th Floors.	the shop	units	are
				exclusive	of	rates,
		According to the building plans, the	management fee and
		total gross floor area of the building	all other outgoings.
		is approximately 1,538.18 sq. m.
		(16,557 sq. ft.).		T h e o ff i c e	u n i t s
				on the 1st and 2nd
				Floor	are	occupied
				by EIHL.

- I(B)-9 -

APPENDIX I(B)	PROPERTY VALUATION REPORT
		Market Value in
	Particulars of	existing state as at
No. Property Description and tenure	occupancy	31 January 2021

Inland Lot No. 8391 is held from The remaining portion the Government under Conditions of the property is of Sale No. 10819 for a term of currently operated as 75 years commencing from 15 serviced apartments by November 1975 and renewable for EIHL under the trade a further term of 75 years. The name of "Mori Mori annual Government rent of the lot is Serviced Apartments".

HK$100.3 out of the total 18 units are vacant whilst the remaining units are let under various tenancies with last expiring in December 2021 at a total monthly rent of approximately HK$375,000 inclusive of rates, management fee and all other outgoings.

T h e o c c u p a n c y rate of the serviced a p a r t m e n t s i s approximately 83%.

Notes:

Pursuant to the recent land register records, the current registered owner of the Property is Mori Investments Limited which is a company indirectly wholly owned by EIHL.
The Property is subject to the following encumbrances:-
1. Deed of Mutual Covenant dated 1 November 1977, and registered vide memorial no. UB1623223;
2. Mortgage dated 28 March 2013 in favour of The Hongkong and Shanghai Banking Corporation Limited, and registered vide memorial no. 13042200230052; and
3. Assignment of Rental dated 28 March 2013 in favour of The Hongkong and Shanghai Banking Corporation Limited, and registered vide memorial no. 13042200230062.

- I(B)-10 -

APPENDIX I(B)

PROPERTY VALUATION REPORT

The Property lies within an area zoned "Residential (Group A)" under Wan Chai Outline Zoning Plan No. S/H5/28 gazetted on 4 May 2018.
In undertaking our valuation of the Property, we have selected and adopted the recent sales of similar commercial properties and residential properties in the vicinity of the Property as comparables.
We have considered sales of commercial properties in Wan Chai District in the past two years and selected 5 sales with similar trading potential and size to the commercial portion of the Property as commercial comparables. Details of the commercial comparables are tabulated below:-

Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$	Million)	(sq. ft.)	(per sq. ft.)
Jan-2021	Shop A and Shop B on Ground Floor,		38.0	1,129	HK$33,658
	Man Shek Building,
	404-406 Jaffe Road
Aug-2020	Shops 6 and 7 on Ground Floor,		29.0	880	HK$32,955
	Dandenong Mansion,
	379-389 Jaffe Road
Jul-2020	Shop E on Ground Floor,		17.5	348	HK$50,287
	Lucky Plaza,
	315-321 Lockhart Road
Mar-2020	Shop A on Ground Floor,		30.0	647	HK$46,368
	Fuji Building,
	381-383 Lockhart Road
Jul-2019	Ground Floor,		19.0	533	HK$35,647
	17 Morrison Hill Road
				Average	HK$39,783
				Average	HK$36,000
				adjusted unit rate

The saleable unit rates of the commercial comparables range from HK$32,955 to HK$50,287 per sq. ft. In our valuation, we have considered the different attributes between the commercial portion of the Property and the commercial comparables in terms of transaction time, location, building age, size, frontage, layout, and headroom, and have made adjustments accordingly.
In applying adjustments to the commercial comparable, if a commercial comparable is superior to the Property in term of the abovementioned attributes, a downward adjustment would be made to adjust down the unit rate of that commercial comparable, and vice versa. The average adjusted unit rates of the comparables arrive at a saleable unit rate of approximately HK$36,000 per sq. ft. for the shops on the Ground Floor of the Property.

- I(B)-11 -

APPENDIX I(B)

PROPERTY VALUATION REPORT

We have considered sales of residential properties in Wan Chai District in the past one year and selected 8 sales with similar locality, size, age and condition to the residential portion of the Property as residential comparables. Details of the residential comparables are tabulated below:-

Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$	Million)	(sq. ft.)	(per sq. ft.)
Jan-2021	13/F, Galway Court		5.80	311	HK$18,650
	9 Cross Street
Dec-2020	Flat A, 20/F, Sam Yuen Mansion		6.00	389	HK$15,424
	204-210 Lockhart Road
Dec-2020	Flat A, 20/F, Mei Fai Mansion		6.68	427	HK$15,644
	110-116 Jaffe Road
Dec-2020	Flat A, 15/F, Tai Wo Mansion		5.90	388	HK$15,206
	2-8 Tai Wo Street
Oct-2020	Flat A, 5/F, Eastman Court,		4.60	309	HK$14,887
	229-233 Hennessy Road
Oct-2020	Flat B, 7/F, Eastman Court,		5.12	309	HK$16,570
	229-233 Hennessy Road
Sep-2020	Flat B, 11/F, Eastman Court,		5.00	309	HK$16,181
	229-233 Hennessy Road
Aug-2020	Flat A, 7/F, Eastman Court,		5.15	309	HK$16,667
	229-233 Hennessy Road
				Average	HK$16,154
				Average	HK$16,900
				adjusted unit rate

The saleable unit rates of the residential comparables range from HK$14,887 to HK$18,650 per sq. ft. In our valuation, we have considered the different attributes between the residential portion of the Property and the residential comparables in terms of transaction time, location, building age, size, floor, view, internal condition, lighting & ventilation, and facilities, and have made adjustments accordingly.
In applying adjustments to the residential comparable, if a residential comparable is superior to the Property in term of the abovementioned attributes, a downward adjustment would be made to adjust down the unit rate of that residential comparable, and vice versa. The average adjusted unit rates of the comparables arrive at a saleable unit rate of approximately HK$16,900 per sq. ft. for the residential portion of the Property.
According to Savills Research & Consultancy, Wan Chai District has 2,127 serviced apartment units which represent around 10% of the total serviced apartment units in Hong Kong. The occupancy rate of the serviced apartment units in Wan Chai District is approximately 60% at the end of 2020.

- I(B)-12 -

APPENDIX I(B)	PROPERTY VALUATION REPORT
							Market Value in
				Particulars of		existing state as at
No. Property	Description and tenure	occupancy		31 January 2021
3. 17 Yik Yam	T h e p r o p e r t y	i s a 2 1 - s t o r e y	Shop	unit on	the	HK$265,000,000
Street, Happy	commercial and residential composite	G r o u n d F l o o r	o f
Valley, Hong	building erected on a site with a	the property is	let	(Hong Kong Dollars
Kong.		registered site area of approximately	under	a tenancy	for	Two Hundred and
		187.5 sq. m. (2,018 sq. ft.).	a term of 3 years	Sixty Five Million)
				commencing from
Section A	The building is located at the south-	15 November 2018
o f I n l a n d	eastern side of Yik Yam Street in	at a monthly rent of
L o t	N o .	an area known as Happy Valley.	HK$40,000 inclusive
3 0 8 9	a n d	Happy Valley is a traditional middle	of management	fee
Inland	Lot	class residential area in Hong Kong.	b u t e x c l u s iv e	o f
No. 3352.	Developments in the vicinity of the	rates	and all other
		building mainly	comprise residential	outgoings.
		buildings with shops on the ground
		floor.		Shop unit on the 1st
				Floor of the property
		The building is completed in 2017.	is let under a tenancy
		According to a set of building plans	f o r a	t e r m o f 3
		approved by the Building Authority,	years	commencing
		the building consists of shop units	from	1 June 2019
		on the Ground and 1st Floors; a	at a monthly rent of
		clubhouse and plant rooms on the	HK$35,000 inclusive
		2nd Floor; 4 residential units on	of management	fee
		each of the 3rd to 16th Floors; and	b u t e x c l u s iv e	o f
		3 residential flats on each of the	rates	and all other
		17th to 20th Floors.	outgoings.

- I(B)-13 -

APPENDIX I(B)	PROPERTY VALUATION REPORT
					Market Value in
			Particulars of	existing state as at
No. Property	Description and tenure		occupancy	31 January 2021
	According to the building plans, the	The remaining portion
	total gross floor area of the building	of the property	is
	is approximately 1,595.695 sq. m.	currently operated as
	(17,179 sq. ft.).		serviced apartments by
			EIHL under the trade
	Inland Lot No. 3089 is held under	name of "The Unit
	a Government Lease for a term	Serviced Apartments".
	of 75 years commencing from 15	6 out of the total
	September 1930 and renewed for a	68 units	are vacant
	further term of 75 years.		whilst the remaining
			units are	let under
	Inland Lot No. 3352 is held under a	various	tenancies
	Government Lease for a term of 75	with last expiring in
	years commencing from 29 February	December 2021	at
	1932 and renewed for a further term	a total monthly rent
	of 75 years.		of approximately
			HK$632,000 inclusive
	The annual Government rent of the	of rates, management
	property is HK$195,014.		fee and	all other
			outgoings.

The occupancy rate of the serviced apartments is approximately 91%.

Notes:

Pursuant to the recent land register records, the current registered owner of the Property is Parkmost Limited which is a company indirectly wholly owned by EIHL.
The Property is subject an Offensive Trade Licence from District Lands Officer, Hong Kong East dated 22 June 2016, and registered vide memorial no. 16070801570022.
The Property lies within an area zoned "Residential (Group A)" under Wong Nai Chung Outline Zoning Plan No. S/H7/21 gazetted on 4 December 2020.
In undertaking our valuation of the Property, we have selected and adopted the recent sales of similar commercial properties and residential properties in the vicinity of the Property as comparables.

- I(B)-14 -

APPENDIX I(B)

PROPERTY VALUATION REPORT

We have considered sales of commercial properties in Happy Valley District in the past three years and selected 2 sales with similar trading potential and size to the commercial portion of the Property as commercial comparables. Details of the commercial comparables are tabulated below:-

Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$	Million)	(sq. ft.)	(per sq. ft.)
Dec-2020	Unit 2 on Ground Floor,		39.0	883	HK$44,168
	Green Valley Mansion,
	51 Wong Nai Chung Road
Aug-2018	Shop A on Ground Floor,		15.0	320	HK$46,875
	Broadview Mansion,
	75B Wong Nai Chung Road
				Average	HK$45,522
				Average	HK$41,800
				adjusted unit rate

The saleable unit rates of the commercial comparables range from HK$44,168 to HK$46,875 per sq. ft. In our valuation, we have considered the different attributes between the commercial portion of the Property and the commercial comparables in terms of transaction time, location, building age, size, frontage, layout, and headroom, and have made adjustments accordingly.
In applying adjustments to the commercial comparable, if a commercial comparable is superior to the Property in term of the abovementioned attributes, a downward adjustment would be made to adjust down the unit rate of that commercial comparable, and vice versa. The average adjusted unit rates of the comparables arrive at a saleable unit rate of approximately HK$41,800 per sq. ft. for the shop on the Ground Floor of the Property.
We have considered sales of residential properties in Happy Valley District in the past one year and selected 11 sales with similar locality, size, age and condition to the residential portion of the Property as residential comparables. Details of the residential comparables are tabulated below:-

Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$	Million)	(sq. ft.)	(per sq. ft.)
Jan-2021	Flat A, 12/F,		10.000	468	HK$21,357
	Fortuna Court,
	1 Wong Nai Chung Road
Jan-2021	Flat E, 3/F,		11.543	398	HK$29,003
	Eight Kwai Fong Happy Valley,
	8 Kwai Fong Street
Jan-2021	Flat F, 8/F,		13.238	428	HK$30,930
	Eight Kwai Fong Happy Valley,
	8 Kwai Fong Street
Dec-2020	Flat B, 8/F,		13.345	402	HK$33,197
	Eight Kwai Fong Happy Valley,
	8 Kwai Fong Street

- I(B)-15 -

APPENDIX I(B)	PROPERTY VALUATION REPORT
Date	Comparable	Consideration	Saleable Area	Unit Rate
		(HK$	Million)	(sq. ft.)	(per sq. ft.)
Dec-2020	Flat A, 8/F,		13.293	411	HK$32,343
	Eight Kwai Fong Happy Valley,
	8 Kwai Fong Street
Nov-2020	Flat F, 10/F,		13.584	428	HK$31,738
	Eight Kwai Fong Happy Valley,
	8 Kwai Fong Street
Nov-2020	Flat F, 5/F,		12.060	428	HK$28,178
	Eight Kwai Fong Happy Valley,
	8 Kwai Fong Street
Nov-2020	Flat A, 19/F,		8.000	379	HK$21,108
	Le Village,
	49 Village Road
Nov-2020	Flat B, 17/F,		7.050	294	HK$23,980
	Le Village,
	49 Village Road
Jul-2020	Flat B, 28/F,		9.060	392	HK$23,112
	The Gracedale,
	23 Yuk Sau Street
Jun-2020	Flat A, 6/F,		11.500	468	HK$24,573
	Fortuna Court,
	1 Wong Nai Chung Road
				Average	HK$27,229
				Average	HK$27,100
				adjusted unit rate

The saleable unit rates of the residential comparables range from HK$21,108 to HK$33,197 per sq. ft. In our valuation, we have considered the different attributes between the residential portion of the Property and the residential comparables in terms of transaction time, location, building age, size, floor, view, internal condition, and facilities, and have made adjustments accordingly.
In applying adjustments to the residential comparable, if a residential comparable is superior to the Property in term of the abovementioned attributes, a downward adjustment would be made to adjust down the unit rate of that residential comparable, and vice versa. The average adjusted unit rates of the comparables arrive at a saleable unit rate of approximately HK$27,100 per sq. ft. for the residential portion of the Property.
According to Savills Research & Consultancy, Happy Valley District has 606 serviced apartment units which represent around 3% of the total serviced apartment units in Hong Kong. The occupancy rate of the serviced apartment units in Happy Valley District is approximately 63% at the end of 2020.

- I(B)-16 -

APPENDIX II

MARKET CONSULTANT'S REPORT

30 April 2021

The Directors,

Emperor Entertainment Hotel Limited

28/F Emperor Group Centre

288 Hennessy Road,

Wanchai, Hong Kong

Dear Sir,

We have prepared a market study of the development of the tourism and hospitality sectors in Hong Kong and addressed the specific market data/analysis of the local hotel and serviced apartment markets as well as certain districts for Emperor Entertainment Hotel Limited for public document purposes.

1.0 GENERAL TOURISM INDUSTRY OVERVIEW

Historical Tourism Market Trends

1.1 Detailed historical tourist industry analysis

1.1.1 Hong Kong's strategic positioning as a tourism hub

2020 was an exceptional year with the pandemic disrupting the tourism industry globally, but Hong Kong's strategic positioning as a tourism hub in Asia should help it rebound quickly once COVID-19 is contained.

Hong Kong ranked third in Asia (just behind Japan and China) and 14th in the world in terms of travel and tourism competitiveness, according to the Travel & Tourism Competitiveness Index in 2019, compiled by the World Economic Forum, which covers a total of 140 countries and regions.

Hong Kong has long maintained its role as one of Asia's key regional aviation hubs and this was reinforced by the opening of the Hong Kong International Airport (HKIA) at Chek Lap Kok in 1998. Most of Asia's major cities are within a short flight of the Hong Kong Special Administrative Region (HKSAR) while almost half of the world's population lies within six hours flying time.

- II-1 -

APPENDIX II

MARKET CONSULTANT'S REPORT

Hong Kong is one of the top shopping destinations in the world and was ranked fourth in 'The World's Best Shopping Cities, 2019', a survey conducted by CEOWORLD Magazine in 20191. The Hong Kong retail offering is diverse, with global and luxury brand names complementing local retailers. The robust retail sector is supported by a large tourist market and robust domestic retail sales. Hong Kong has long been renowned as a shopping paradise and genuine-product offerings as well as price differentials have attracted Mainland shoppers in particular to cross the border and shop in Hong Kong over the past decade.

Besides shopping, Hong Kong also offers a range of world class tourist attractions such as Victoria Peak, Ocean Park, Hong Kong Disneyland and the Ngong Ping 360 Cable Car. The two internationally renowned theme parks, Ocean Park and Hong Kong Disneyland ranked 20th and 21th respectively in the "Top 25 amusement/ theme parks worldwide" of the 2019 Theme Index2 and also ranked 9th and 10th respectively in the "Top 20 amusement/theme parks in Asia Pacific" of the same index in 2019, with the two parks attracting a combined 11.4 million visitations in 2019.

Hong Kong is not all about leisure travel and sightseeing however. Hong Kong has also been an international trading hub for decades, as well as a popular meeting point for buyers and suppliers given its strategic location, well established infrastructure and other competitive advantages. Aided by some world class exhibition and convention facilities such as Hong Kong Convention and Exhibition Centre (HKCEC) in Wanchai and AsiaWorld Expo at HKIA, Hong Kong has held many premier trade fairs and exhibitions over the years, attracting exhibitors and buyers from all over the world.

In 2019/2020, the Hong Kong Trade Development Council (HKTDC), the government-funded trade facilitator and event organizer, organized 31 major trade fairs in Hong Kong, which together attracted 18,700 exhibitors and 340,000 buyers. Seven of these fairs achieved a record-breaking number of exhibitors, while three conferences saw a record number of participants amidst the worsening social unrest and the deteriorating virus situation. The healthy number of exhibitors and buyers/attendees at these fairs is a testament to the resilience of the MICE sector in Hong Kong.

Source: CEOWORLD Magazine

Source: TEA/AECOM The Global Attractions Attendance Report, 2019

- II-2 -

APPENDIX II

MARKET CONSULTANT'S REPORT

1.1.2 Historical visitor arrivals to Hong Kong

Visitor arrivals, 2003 - 2020

No. of visitors ('000)

The implementation of the Individual Visit Scheme (IVS) after the containment of SARS in 2003 has propelled an exponential growth in Mainland visitor arrivals to Hong Kong over the past two decades, with the total number of visitor arrivals increasing by 319% from 2003 to 2018 to reach 65.1 million, a record high, though there were some blips from 2014 to 2017. The escalating US/China trade disputes and uncertain local political environment deterred many visitors from travelling to Hong Kong for both business and leisure in 2019, and as a result visitor arrival numbers declined by 14% to reach 55.9 million in that year.

The outbreak of COVID-19 since the turn of last year hit global travel hard with most countries implementing strict travel and border controls to avoid spreading the virus, and Hong Kong also closed most of its borders during the course of the year, virtually stopping visitor arrivals to the territory. In 2020 as a whole, only 3.6 million visitors travelled to Hong Kong, a marked 94% y-o-y decline.

- II-3 -

APPENDIX II

MARKET CONSULTANT'S REPORT

1.1.3 Historical visitor profile analysis

Visitor arrivals by country of origin

A series of measures have been introduced to relax restrictions on travel by Mainland Chinese to Hong Kong from 2001 onwards (application procedures as well as currency controls), which have helped unlock hotel demand. This includes the IVS, which was introduced in July 2003, and allows travellers from selected Chinese cities to visit Hong Kong independently rather than coming only in tour groups. In 2009, the Mainland government allowed eligible Shenzhen residents to apply for One- year Multiple-entry IVS Endorsements to make it easier to visit Hong Kong. IVS now covers 49 mostly first and second tier cities in China, including approximately 270 million people. From 2003 to 2018, visitor arrivals from Mainland China increased dramatically from 8.5 million to 51.0 million, a 503% rise after the implementation of the IVS. This tremendous growth has made Mainland China the single most important source of tourists for Hong Kong and in 2018 their number represented approximately 78% of that year's total.

Mainland Chinese visitors saw a similar decline in percentage terms (14% y-o-y) as the overall market with many adverse events, in particular the social unrest and Hong Kong/China tensions. Mainland China visitors registered a 94% decline in 2020 to reach 2.7 million with the subsequent border closure.

Visitor arrivals from China, long-haul3 and short-haul4, 2003 - 2020

No. of visitors ('000)					China		Long Haul		Short Haul


70,000
60,000
50,000
40,000
30,000
20,000
10,000
0

2003	2004	2005	2006	2007	2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020

Source: HKTB, Savills Research & Consultancy

According to the Hong Kong Tourism Board (HKTB), long-haul markets are defined as visitors from the Americas, Europe, Africa, the Middle East, Australia, New Zealand and South Pacific.

According to the HKTB, short-haul markets are defined as visitors from North Asia, South and Southeast Asia, Taiwan and Macau excluding Mainland China.

- II-4 -

APPENDIX II

MARKET CONSULTANT'S REPORT

Short haul and long-haul visitors also increased from 2003 to 2018, at a much more moderate pace of 90% and 121% over the period, with an obvious deviation from their Chinese counterparts in 2009 when the Global Financial Crisis (GFC) hit most developed countries, limiting their appetite for travel, therefore both short and long- haul arrivals registered 9% and 7% declines in 2009. Their subsequent rebound was also not as strong as Mainland Chinese visitors due to the aftermath of the GFC, the Euro debt crisis, an appreciating Hong Kong dollar and the local social campaign. All these events made residents in these countries more cautious about international travel. After peaking in 2018, international visitor arrivals have declined at a similar pace to the overall market over the last two years.

The Hong Kong and Macao tour was a multi-destination travel itinerary popular among Mainland tour groups before the pandemic, meaning Mainland tour groups have tended to visit both cities if they visit the Hong Kong-Macao region. The popularity of the Hong Kong Macao tour is attributable to the attractions of Hong Kong and Macao which complement each other in terms of the experiences they offer. Hong Kong is regarded as a world-classtravel destination, renowned for its gastronomy, nightlife and shopping. A unique East-meets-Westculture and the wide diversity of tourist attractions also contribute to Hong Kong's appeal as a tourist destination.

Macau is regarded as the "Las Vegas of the East" with its many world class casinos. It is the only location in China where gambling is legal. Mainland tour groups often include both cities in their schedules blending the cosmopolitan lifestyle of Hong Kong with the casino resorts and gambling of Macau. For example, a five- day four-night tour would typically involve three days in Hong Kong to visit Ocean Park and other attractions along with some shopping and two days in Macau to visit major attractions and the casinos. The convenient connections between both cities, including the Hong Kong-Zhuhai-Macao Bridge and frequent ferry services, facilitate the operation of this tourist itinerary. However, the COVID-19 outbreak has disrupted this type of travel since both cities have had to put border restrictions in place.

Visitor arrivals by purpose of visit

According to data from the HKTB, of all overnight visitors to Hong Kong in 2019, approximately 61% were here on vacation and 17% were visiting friends and relatives. Overnight business travellers represented 13% of total overnight visitors with the remainder (3%) in transit. Chinese overnight business travellers numbered 1,667,700, representing 55.0% of the total overnight business visitors in 2019, compared to 40.7% in 2010. The increase in the proportion of Chinese business travellers indicates Hong Kong's growing importance as a gateway to the world for Mainland businesses for finance, trade and communications.

- II-5 -

APPENDIX II

MARKET CONSULTANT'S REPORT

1.1.4 Business traveller market historical development and trends

Overnight business travellers from the US and Europe, as well as expatriates on short-term contracts and higher budgets, usually opt to stay in hotels in traditional core business districts such as Central, Wanchai/Causeway Bay and Tsimshatsui. The hotels in major shopping areas are also very popular with tourists from other Asian countries, including Taiwan, Japan and China.

Overnight business travellers to Hong Kong, 2003 - 2019

2003	2004	2005	2006	2007	2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019

With reference to the chart above, the number of overnight business travellers to Hong Kong broadly remained at 4 million between 2015 and 2018. Due to the trade disputes and uncertain local political environment, the number of business travellers registered a decline in 2019. By country of origin, business travellers from Mainland

China were the largest group among all countries and accounted for 55.0% of the

total in 2019, followed by South & Southeast Asia (13.7%) and Europe, Africa & the Middle East (10.6%). From 2010 to 2019, Chinese business travellers not only grew as a percentage of the total but also in absolute numbers. Mainland Chinese business visitor arrivals grew from 1.39 million in 2010 to 1.67 million in 2019. Meanwhile, their proportion of the total rose from 40.7% to 55.0%.

- II-6 -

APPENDIX II

MARKET CONSULTANT'S REPORT

Number of overnight business travellers by country of origin, 2010 - 2019

From 2010 to 2019 the growth rate of business traveller arrivals from Mainland China has outperformed those from both short-haul and long-haul markets. During the years when both markets recorded a decline in numbers, business travellers from Mainland China still recorded positive growth in 2012, 2013 and 2015 at rates of 6.0%, 2.6% and 13.3% respectively.

1.1.5 MICE market historical development and trends

Hong Kong has become a centre for conventions and exhibitions in Asia. Approximately 1.7 million overnight MICE visitors came to Hong Kong in 2019, a 14.2% dip from 2018 after a 2.1% increase in the previous year, with the 2018 figure a record high, 68.4% higher than the 2008 level.

- II-7 -

APPENDIX II	MARKET CONSULTANT'S REPORT
Overnight MICE visitors, 2008-2019
Year	No. of overnight visitors	YoY growth (%)
2008	1,167,657	N/A
2009	1,164,848	-0.2
2010	1,429,941	+22.8
2011	1,562,940	+9.3
2012	1,606,154	+2.8
2013	1,634,363	+1.8
2014	1,816,021	+11.1
2015	1,721,438	-5.1
2016	1,891,017	+9.9
2017	1,927,144	+1.9
2018	1,967,038	+2.1
2019	1,687,728	-14.2

Source: HKTB, Savills Research and Consultancy

Breakdown of MICE visitors by major market, 2008-2019

				Mainland China					North Asia

				South & Southeast Asia				Taiwan


				Macau						The Americas


				Europe, Africa and	the Middle East			Australia, N.Z. and S. Pacific


No. of visitors (Millions)
2.5
2
1.5
1
0.5
0

2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019

Source: HKTB, Savills Research & Consultancy

The highest proportion of overnight MICE visitors were from Mainland China at 53.9%, compared with 35.5% in 2008. The total number of Chinese overnight MICE visitors stood at 910,005 in 2019, a 119.8% increase from 2008.

MICE visitors are usually high spending. The per capita spending of overnight MICE visitors in 2019 was HK$7,200, 23.8% higher than the per capita spending of overall overnight visitors in the same year (HK$5,818).

- II-8 -

APPENDIX II

MARKET CONSULTANT'S REPORT

Future Tourist Market Trends

1.2 Tourism/leisure industry market development and trends

			Expected year of
	Project	Type	completion
1	Future plan for Ocean Park	Tourism infrastructure	Under review
2	Expansion of Disneyland	Tourism infrastructure	2018-2023
3	West Kowloon	Culture and entertainment	From 2016 (in 3 phases)
	Cultural District
4	Kai Tak Fantasy	Culture and entertainment	Under review
5	Invigorating Island South	Culture and entertainment	Under review

Source: Ocean Park, Disneyland, HKSAR government

1.3 Impact of government policies on the tourism sector

Besides the medium to long-term plans to further enhance Hong Kong's attractiveness as a tourist destination, the government has also put forward some short term policies to support the tourism sector, which faced a very difficult operating environment in 2020 because of the pandemic and subsequent border closure.

Roll out additional relief measures involving a funding of HK$600 million for the tourism industry, which has been hardest hit by the epidemic.
Tap into more local cultural and green tourism resources once the epidemic has eased, with a view to expanding both the Mainland and overseas visitor source markets as well as offering a leisure and travel experience with rich historical and cultural elements.

- II-9 -

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Emperor Entertainment Hotel Ltd. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 14:07:02 UTC.

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04-23	Emperor Entertainment Hotel Limited Provides Earnings Guidance for the Year Ended 31 March 2024	CI
01-26	Emperor International Raises Proposed Service Fees From SJM Resorts	MT

Emperor Entertainment Hotel Limited

Equities

296

BMG313891027

Casinos & Gaming

Emperor Entertainment Hotel : (I) Very Substantial Acquisition and Connected Transaction and (II) Notice of Special General Meeting

Latest news about Emperor Entertainment Hotel Limited

Chart Emperor Entertainment Hotel Limited

Company Profile

Income Statement Evolution

Sector Casinos

	1st Jan change	Capi.
EMPEROR ENTERTAINMENT HOTEL LIMITED	+13.25%	70.07M
LAS VEGAS SANDS CORP.	-5.26%	34.73B
MGM RESORTS INTERNATIONAL	-6.80%	13.06B
WYNN RESORTS, LIMITED	+6.59%	10.79B
GENTING SINGAPORE LIMITED	-10.50%	8.12B
SJM HOLDINGS LIMITED	+25.10%	2.83B
KANGWON LAND, INC.	-5.50%	2.28B
BLOOMBERRY RESORTS CORPORATION	+3.05%	2.02B
TRAVELLERS INTERNATIONAL HOTEL GROUP INC	0.00%	1.53B
MONARCH CASINO & RESORT, INC.	-3.05%	1.26B