09:54 EMPEROR (CHINA)<00296> & EMPEROR (CHINA)<02955> - Ann. (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 ENTERTAINMENT HOTEL LIMITED (formerly known as EMPEROR (CHINA CONCEPT) INVESTMENTS LIMITED) (Incorporated in Bermuda with limited liability) (Stock Code : 296) DESPATCH OF CIRCULAR IN RELATION TO (1) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACION, (2) SUBSCRIPTION OF NEW SHARES, (3) REFRESHMENT OF GENERAL MANDATES, AND (4) WHITEWASH WAIVER Financial Adviser to the Company Emperor Capital Limited The Circular was despatched on 18 January 2005. Reference is made to the Company's announcements dated 29 November 2004, 20 December 2004, 6 January 2005, 7 January 2005 and 14 January 2005 ("Announcements"). Terms used in this announcement shall have the same meaning as those defined in the Announcements unless the context requires otherwise. DESPATCH OF CIRCULAR The Directors are pleased to announce that the Company's circular ("Circular") in relation to the Vessel Acquisition, the Subscription and the refreshment of the General Mandates was despatched to the Shareholders on 18 January 2005. The Circular contains, inter alia, a letter from the joint independent financial advisers to the Independent Board Committee and the Independent Shareholders, a letter of advice from the Independent board Committee to the Independent Shareholders and a notice of the special general meeting to be held at 10:30 a.m. on Thursday, 3 February 2005. Shareholders should read the Circular carefully, in particular, the aforesaid letters of advice from the joint independent financial advisers and the Independent Board Committee before deciding to vote in favour of or against the resolutions to be proposed at the special general meeting. The Vessel Acquisition is subject to a number of conditions including, inter alia, the approval of the Vessel Whitewash Waiver. If the Vessel Whitewash Waiver is not approved by the Independent Shareholders, the Vessel Sale and Purchase Agreement will lapse. FINANCIAL INFORAMTION Set out below is the unaudited pro forma balance sheet and unaudited pro forma income statement of the Group immediately after the Vessel Acquisition. Unaudited pro forma balance sheet as at 30th September, 2004 The Group Pro forma adjustments Notes Pro forma combined total HK$'000 HK$'000 HK$'000 Non-current assets Property, plant and equipment 86 133,599 1 133,685 Property under development 360,204 - 360,204 Goodwill 18,301 - 18,301 Interests in unconsolidated subsidiaries - - - 378,591 133,599 512,190 Current assets Deposits, prepayments and other receivables 552 - 552 Bank balances and cash 161 (161) 1 - 713 (161) 552