Emperor International : Major Transaction – Acquisition of the Entire Equity Interest in Two Companies Incorporated in Grand Duchy of Luxembourg

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in Bermuda with limited liability)

(Stock Code: 163) MAJOR TRANSACTION ACQUISITION OF THE ENTIRE EQUITY INTEREST IN TWO COMPANIES INCORPORATED IN GRAND DUCHY OF LUXEMBOURG THE ACQUISITION

The Board is pleased to announce that on 23 January 2017, the Purchaser, an indirect wholly-owned subsidiary of the Company, the Company, the Seller and the Seller's Guarantor, both being Independent Third Parties, entered into the SP Agreement for the sale and purchase of the Sale Shares at the consideration equivalent to the aggregate of the Completion NAV, Intra-Group Debt and External Debt. The consideration will be approximately GBP260 million, equivalent to approximately HK$2,561 million.

The Sale Shares represent the entire equity interest in the Target Companies. The principal asset of the Target Group is the Property, being a composite building comprising retail spaces, office premises and leasehold apartments, namely Ampersand Building, located at Nos.111-125 Oxford Street, No. 178 Wardour Street and No. 15 Hollen Street, London, W1F8ZZ, United Kingdom, with a total floor area of approximately 90,999 sq. ft.

LISTING RULES IMPLICATION

As one of the applicable percentage ratios (as defined under Chapter 14 of the Listing Rules) in respect of the Acquisition is more than 25% but less than 100%, the Acquisition constitutes a major transaction for the Company and is subject to announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, none of the Shareholders has a material interest in the Acquisition. Accordingly, no Shareholder will be required to abstain from voting if the Company had to

convene a general meeting for approving the Acquisition. Pursuant to Rule 14.44 of the Listing Rules, in lieu of holding a general meeting, shareholders' written approval has been obtained from Emperor International Group Holdings Limited, being a controlling Shareholder of the Company which, as at the date of this announcement, holds 2,747,610,489 Shares, representing approximately 74.71% of the issued share capital of the Company, approving the Acquisition. As such, the Company is not required to convene a special general meeting for this purpose.

GENERAL

Pursuant to Rule 14.41(a) of the Listing Rules, a circular containing, among other things, (i) information relating to the SP Agreement; (ii) further information on the Target Group; (iii) unaudited pro forma financial information of the Group assuming Completion took place; and

(iv) valuation report of the Property and other information as required under the Listing Rules will be despatched to the Shareholders. In order to allow for sufficient time to prepare the information to be included in the circular, the circular is expected to be despatched to the Shareholders on or before 28 February 2017.

THE SP AGREEMENT

Pursuant to the SP Agreement, the Seller has agreed to sell and transfer to the Purchaser and the Purchaser has agreed to acquire the entire equity interest of the Target Companies upon the terms in the SP Agreement.

Date:	23 January 2017
Seller:	Peterson (London) Company Limited, a company incorporated in Hong Kong and is principally engaged in investment holding.
Seller's Guarantor:	Peterson Holdings Company Limited, a company incorporated in Hong Kong with limited liability and the sole shareholder of the Seller.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Seller, the Seller's Guarantor and its ultimate beneficial owners are Independent Third Parties.
Purchaser:	Big Target Holdings Limited, a company incorporated in Hong Kong and an indirect wholly-owned subsidiary of the Company. As at the date of this announcement, the Purchaser has not engaged in any business operation.
Purchaser's guarantor:	The Company.

Assets to be acquired:

The Sale Shares, being the entire equity interest of the Target Companies. The principal asset of the Target Group is the Property, details of which are set out in the paragraph headed "Information of the Target Group" below.

Consideration and payment terms

The consideration for Acquisition shall be equivalent to the aggregate of (i) the Completion NAV payable to the Seller, (ii) the Intra-Group Debt payable to the Seller's Guarantor and (iii) the External Debt payable to the lender, all in cash in the following manner:-

1. the Completion NAV shall be payable to the Seller in the following manner:

2. an initial deposit of GBP26 million has been paid by the Purchaser to the Seller's solicitors as stakeholder; and

3. the remaining balance of the Completion NAV shall be paid to the Seller upon Completion;

4. the Intra-Group Debt shall be payable to the Seller's Guarantor upon Completion; and

5. the External Debt shall be payable to the lender upon Completion.

The consideration was determined after arm's length negotiations between the parties and based on the valuation on the Property as appraised by an independent valuer of GBP260 million as at 19 January 2017. The consideration is and shall be financed by internal resources of the Group.

Guarantee

The Seller's Guarantor unconditionally and irrevocably guarantees to the Purchaser that the Seller's due and punctual performance and observance of all its obligations under or pursuant to the SP Agreement.

The Company as the Purchaser's guarantor unconditionally and irrevocably guarantees to the Seller that the Purchaser's due and punctual performance and observance of all its obligations under or pursuant to the SP Agreement.

Completion

Completion will take place on 14 June 2017, or at such other place, time or date as the Seller and the Purchaser may agree in writing.

At Completion, the Seller shall transfer to the Purchaser the Sale Shares, free from Encumbrances.

Shareholding and corporate structure of the Target Group

Set out below is the shareholding and corporate structure of the Target Group immediately before and after the Completion:

Immediately before Completion Immediately after Completion

Seller's Guarantor

Company

100%

100%

Seller

Purchaser

100% 100%

100% 100%

Target Company A Target Company B

Target Company A Target Company B

0.01%

99.99%

Peterson Ampersand LP

0.01%

99.99%

Peterson Ampersand LP

100%

100%

Peterson Ampersand Nominee

Property

Peterson Ampersand Nominee

Property

INFORMATION OF THE TARGET GROUP

The Target Companies are incorporated in Grand Duchy of Luxembourg and their major assets are investment in the Subsidiaries and through the Subsidiaries, the Property. As at the date this announcement, the Target Group has no other business operation other than holding the Property.

Located at Nos.111-125 Oxford Street, No. 178 Wardour Street and No. 15 Hollen Street, London, W1F8ZZ, United Kingdom, the Property is a freehold 8-storey (including basement) composite building namely Ampersand Building comprising retail spaces, office premises and leasehold apartments with a total floor area of approximately 90,999 sq. ft. The Property is wholly owned by Peterson Ampersand LP as investment property for rental purpose. Peterson Ampersand LP is held by the Target Company A as to 0.01% and by the Target Company B as to 99.99%.