10:02 EMPEROR (CHINA)<02955> - Announcement & Resumption (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. EMPEROR (CHINA CONCEPT) INVESTMENTS LIMITED (Incorporated in Bermuda with limited liability) (Stock code: 296) SUBSCRIPTION OF NEW SHARES On 6 January 2005, the Company entered into the Subscription Agreement with the Subscriber pursuant to which the Company agreed to allot and issue and the Subscriber agreed to subscribe for 31,950,000 new Shares at a price of HK$2.88 per new Share. The Subscription Shares will amount to approximately 24.19% of the existing issued share capital of the Company of 132,068,830 Shares, approximately 3.88% of the issued share capital of the Company of 824,362,980 Shares as enlarged by the Subscription and the Rights Issue and approximately 3.44% of the issued share capital of the Company of 928,771,980 Shares as enlarged by the Subscription, the Rights Issue and the Vessel Acquisition. The net proceeds from the Subscription will be approximately HK$92 million. The Company intends to apply such net proceeds for general working capital and future business development of the Group. At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 5 January 2005 pending the release of this announcement. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 7 January 2005. The Directors would like to refer to the Rights Issue Announcement, the Rights Issue Circular and the Vessel Announcement. SUBSCRIPTION AGREEMENT DATED 6 JANUARY 2005 Parties Issuer: The Company Subscriber: Honour State International Limited, a wholly owned subsidiary of SJM. As set out in the Rights Issue Announcement and the Rights Issue Circular, the Subscriber, one of the Independent Third Parties which entered into the Shareholders' Agreement for the purpose of the acquisition of shares in Luck United which will acquire the Property through the acquisition of the Macau Company ("Property Acquisition"). As at the date of this announcement, the Subscriber holds 19.99% interest in Luck United. Subscription Price HK$2.88 per Subscription Share. The expenses to be incurred by the Company in relation to the issue of the Subscription Shares is expected to be approximately HK$100,000 and accordingly the subscription price for the Subscription Shares net of expenses will be approximately HK$2.88 per Subscription Share. The subscription price is arrived at after arm's length negotiation and: (i) is equivalent to the closing price of HK$2.88 per Share as quoted on the Stock Exchange on 3 January 2005, being the last trading day of the Shares before the publication of the Company's announcement dated 3 January 2005 which discloses that the Company is in negotiation with the Subscriber for a possible subscription of new Shares; (ii) represents a discount of approximately 12.06% to the closing price of HK$3.275 per Share as quoted on the Stock Exchange on 4 January 2005, being the last trading day of the Shares before the publication of this announcement; (iii) represents a premium of approximately 22.5% to the average of the closing price of the Shares of HK$2.351 per Share quoted on the Stock Exchange for the five trading days up to and including 4 January 2005;