09:37     EMPEROR IHL<00163> - Announcement (1)                               

    The announcement is for information purpose only and does                 
    not constitute an invitation or offer to acquire, purchase                
    or subscribe for the securities of the Company.                           
                                                                              
    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 INTERNATIONAL HOLDINGS LIMITED                                    
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code : 163)                                                        
                                                                              
    DISCLOSABLE AND CONNECTED TRANSACTION                                     
                                                                              
    Financial Adviser to the Company                                          
    Emperor Capital Limited                                                   
                                                                              
    SALE AND PURCHASE AGREEMENT                                               
    Worthly Strong, an indirect wholly-owned subsidiary of the                
    Company and a substantial shareholder of EEH, entered into                
    the Sale and Purchase Agreement with the Vendor, which is                 
    indirectly owned by the AY Trust, on 15 February 2005 for                 
    the acquisition of the Sale Shares from the Vendor. The                   
    consideration for each Sale Share is HK$1.58 (i.e.                        
    HK$164,966,220 in aggregate for 104,409,000 Sale Shares)                  
    which is equivalent to the closing price of HK$1.58 of the                
    shares of EEH as quoted on the Stock Exchange on 15 February              
    2005, being the last trading day before the publication                   
    of this announcement. Worthly Strong will settle the                      
    consideration of the Sale Shares by procuring the Company                 
    to allot and issue 129,894,661 new Shares to the Vendor                   
    at the closing price of HK$1.27 of the Shares as quoted                   
    on the Stock Exchange on 15 February 2005, being the last                 
    trading day before the publication of this announcement.                  
    The Acquisition constitutes a discloseable transaction                    
    for the Company under the Listing Rules. As the Vendor is                 
    a connected person of the Company within the meaning of                   
    the Listing Rules, the Acquisition also constitutes a                     
    connected transaction for the Company under the Listing                   
    Rules. As the consideration for the Sale Shares is more                   
    than HK$10,000,000 and the relevant percentage ratios are                 
    greater than 2.5%, the Acquisition is subject to the                      
    reporting and announcement requirements set out in Rules                  
    14A.45 to 14A.47 of the Listing Rules and the approval of                 
    the Independent Shareholders in accordance with Rule                      
    14A.48 of the Listing Rules.                                              
                                                                              
    GENERAL                                                                   
    An Independent Board Committee will be formed to advise                   
    the Independent Shareholders and an independent financial                 
    adviser will be appointed to advise the Independent Board                 
    Committee and the Independent Shareholders in respect of                  
    the Acquisition. At the SGM, an ordinary resolution will                  
    be proposed to approve the Acquisition. Charron and its                   
    associates will abstain from voting at the SGM on such                    
    resolution.                                                               
                                                                              
    A circular containing, inter alia, (i) further information                
    regarding the details of the Acquisition; (ii) the advice                 
    of the independent financial adviser to the Independent                   
    Board Committee and the Independent Shareholders in                       
    relation to the Acquisition; (iii) the recommendation of                  
    the Independent Board Committee to the Independent                        
    Shareholders in relation to the Acquisition; and (iv) a                   
    notice convening the SGM will be despatched to the                        
    Shareholders as soon as practicable.                                      
                                                                              
    THE SALE AND PURCHASE AGREEMENT                                           
    Worthly Strong entered into the Sale and Purchase                         
    Agreement on 15 February 2005 with the Vendor pursuant to                 
    which, subject to the fulfillment of the conditions as set                
    out in the subsection headed "Conditions" below, Worthly                  
    Strong will acquire the Sale Shares from the Vendor.                      
                                                                              
    Parties                                                                   
    Vendor   :   Pleasure Road Profits Limited, a company                     
    incorporated in the British Virgin Islands with limited                   
    liability and indirectly beneficially owned by the AY                     
    Trust and Mr Albert Yeung respectively in the ratio of                    
    21,742,615 to 1