09:38     EMPEROR IHL<00163> - Announcement (5)                               

    "Company"   Emperor International Holdings Limited, a                     
    company incorporated in Bermuda with limited liability,                   
    the shares of which are listed on the Stock Exchange                      
                                                                              
    "Completion"   completion of the Sale and Purchase                        
    Agreement                                                                 
                                                                              
    "connected person(s)"   has the meaning ascribed to it in                 
    the Listing Rules                                                         
                                                                              
    "Consideration Shares"   129,894,661 new Shares to be                     
    issued by the Company to the Vendor pursuant to the Sale                  
    and Purchase Agreement                                                    
                                                                              
    "Director(s)"   director(s) of the Company                                
                                                                              
    "EEH"   Emperor Entertainment Hotel Limited, an exempted                  
    company incorporated in Bermuda with limited liability,                   
    the shares of which are listed on the Stock Exchange                      
                                                                              
    "Executive"   the Executive Director of the Corporate                     
    Finance Division of the Securities and Futures Commission                 
    and any delegate of the Executive Director                                
                                                                              
    "Group"   the Company and its subsidiaries                                
                                                                              
    "Hong Kong"   the Hong Kong Special Administrative Region                 
    of the People's Republic of China                                         
                                                                              
    "Independent Board Committee"   the independent board                     
    committee to be formed by the independent non-executive                   
    Directors of the Company to advise the Independent                        
    Shareholders on the Acquisition                                           
                                                                              
    "Independent Shareholders"   Shareholders other than                      
    Charron and its associates                                                
                                                                              
    "Listing Rules"   the Rules Governing the Listing of                      
    Securities on the Stock Exchange                                          
                                                                              
    "Mr. Albert Yeung"   Mr. Yeung Sau Shing, Albert, spouse                  
    of Ms. Luk Siu Man, Semon, a Director and Chairperson of                  
    the Company                                                               
                                                                              
    "Sale and Purchase   the sale and purchase agreement dated                
      Agreement"   15 February 2005 entered into between                      
    Worthly Strong and the Vendor in relation to the                          
    Acquisition                                                               
                                                                              
    "Sale Shares"   104,409,000 shares of HK$0.0001 each in                   
    the share capital of EEH held by the Vendor and to be                     
    acquired by Worthly Strong from the Vendor under the Sale                 
    and Purchase Agreement                                                    
                                                                              
    "SGM"   the special general meeting of the Company to                     
    approve the Acquisition                                                   
                                                                              
    "Share(s)"   ordinary share(s) of HK$0.01 each in the                     
    share capital of the Company                                              
                                                                              
    "Shareholder(s)"   holder(s) of the Share(s)                              
                                                                              
    "Stock Exchange"   The Stock Exchange of Hong Kong Limited                
                                                                              
    "Takeovers Code"   The Hong Kong Code on Takeovers and                    
    Mergers                                                                   
                                                                              
    "Vendor"   Pleasure Road Profits Limited, a company                       
    incorporated in the British Virgin Islands with limited                   
    liability and indirectly owned by the AY Trust and Mr                     
    Albert Yeung respectively in the ratio of 21,742,615 to                   
    1                                                                         
                                                                              
    "Waiver"   a waiver from the obligation of Worthly Strong,                
    the Vendor, their associates and their respective concert                 
    parties to make a mandatory offer under Rule 26 of the                    
    Takeovers Code pursuant to Note 6 to Rule 26.1 of the                     
    Takeovers Code as a result of the acquisition of the Sale                 
    Shares                                                                    
                                                                              
    "Worthly Strong"   Worthly Strong Investment Limited, a                   
    company incorporated in Hong Kong and an indirect                         
    wholly-owned subsidiary of the Company and a substantial                  
    shareholder of EEH