Interim Report
2007-2008
(Incorporated in Bermuda with limited liability)
GEM Stock Code : 8078
CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE
STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)
GEM has been established as a market designed to accommodate companies
to which a high investment risk may be attached. In particular, companies may
list on GEM with neither a track record of profitability nor any obligation to
forecast future profitability. Furthermore, there may be risks arising out of
the emerging nature of companies listed on GEM and the business sectors or
countries in which the companies operate. Prospective investors should be
aware of the potential risks of investing in such companies and should make
the decision to invest only after due and careful consideration. The greater risk
profile and other characteristics of GEM mean that it is a market more suited
to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that
securities traded on GEM may be more susceptible to high market volatility
than securities traded on the Main Board and no assurance is given that there
will be a liquid market in the securities traded on GEM.
The principal means of information dissemination on GEM is publication on
the internet website operated by the Stock Exchange. Listed companies are
not generally required to issue paid announcements in gazetted newspapers.
Accordingly, prospective investors should note that they need to have access
to the GEM website in order to obtain up-to-date information on GEM-listed
issuers.
This report, for which the directors of Emperor Entertainment Group Limited (the
“Company”) collectively and individually accept full responsibility, includes particulars given
in compliance with the Rules Governing the Listing of Securities on GEM of the Stock
Exchange (“GEM Listing Rules”) for the purpose of giving information with regard to the
Company. The directors, having made all reasonable enquiries, confirm that, to the best
of their knowledge and belief: (1) the information contained in this report is accurate
and complete in all material respects and not misleading; (2) there are no other matters
the omission of which would make any statement in this report misleading; and (3) all
opinions expressed in this report have been arrived at after due and careful consideration
and are founded on bases and assumptions that are fair and reasonable.
Emperor Entertainment Group Limited
1
EMPEROR ENTERTAINMENT GROUP LIMITED (STOCK CODE: 8078)
MANAGEMENT DISCUSSION AND ANALYSIS
For the three months (“Quarterly Period”) and six months (“Half Yearly Period”) ended 30th
September, 2007, the Company and its subsidiaries (collectively referred to as the “Group”)
had recorded a revenue of approximately HK$25.4 million (2006: HK$41.3 million) and
HK$54.6 million (2006: HK$95.9 million). It recorded a loss of approximately HK$8.2
million (2006: HK$4.3 million) for the Quarterly Period, and approximately HK$9.5 million
loss (2006: HK$4.1 million profit) for the Half Yearly Period.
OPERATION REVIEW
Music Production and Distribution
Revenue from music production and distribution, comprising licence income, multimedia
income and sales of albums, which accounted for 29.9% of the Group’s total revenue
for the Half Yearly Period, amounted to approximately HK$16.3 million (2006: HK$35.2
million).
The drop in revenue was mostly due to the decrease of licence income from HK$19.2
million in 2006 to HK$6.3 million in the Half Yearly Period, mainly from licensing music
video to karaoke lounges, the contract of which was completed in March and only renewed
in August 2007.
Meanwhile, rampant copyright infringement activities such as free internet download and
copying through re-writable disc drives as well as keen competition continued to adversely
affect the music records industry. During the Half Yearly Period, the Group released 45
music albums (2006: 38). Sales of music albums dropped to approximately HK$7.7 million
(2006: HK$12.4 million). The Group sought to diversify its income stream by providing
idols-based mobile entertainment services including connecting tone, content download and
mobile games to mobile subscribers in Hong Kong. Such multimedia income contributed
approximately HK$2.3 million (2006: HK$3.6 million) to the Group’s revenue.
Film and Television Programme Production and Distribution
During the Half Yearly Period, this business sector, which accounted for 21.6% of the
Group’s total revenue, contributed approximately HK$11.8 million (2006: HK$41.8 million),
mainly from the licensing of Twins Mission and The Medallion as well as distribution of
Rob-B-Hood. It recorded a loss of HK$1.6 million (2006: HK$7.3 million profit).
Distribution of films and television programmes contributed approximately HK$3.7 million
(2006: HK$9.3 million) to the Group’s revenue. Film and television programme production
and licensing accounted for approximately HK$8.1 million (2006: HK$32.4 million) of the
total revenue as the Group lacked sizable productions during the Half Yearly Period.
Interim Report 2007-2008
2
OPERATION REVIEW (Continued)
Film and Television Programme Production and Distribution (Continued)
Distribution
The Group receives contribution from distribution of films produced by Emperor Motion
Pictures (“EMP”) and JCE Movies. During the Half Yearly Period, the Group’s distribution
included Ming Ming starring Zhou Xun and Daniel Wu and The Sun Also Rises by Jiang Wen
and starring Jaycee Chan. The Sun Also Rises made its world premiere during competition
in the prestigious Venice Film Festival in September 2007. This was immediately followed
by the film’s North American premiere at film festivals in Toronto and Vancouver, and its
commercial release throughout Asia.
During the Quarterly Period, EMP had entered into an agreement with China’s Huayi
Brothers International Distribution Limited pursuant to which EMP had secured the exclusive
rights to market and distribute theatrically in Hong Kong and Macau The Forbidden
Kingdom, starring Jackie Chan and Jet Li. The production is set for an April 2008 release.
Production
On the production front, the Group had completed the principal photography of The
Fantastic Water Babes, starring Gillian Chung of Twins, Stephen Fung Tak-lun, Alex Fong,
Huang Shengyi and Chinese Olympian Tian Liang; and Home Run, starring Chapman To
and Fan Bingbing. Joining Kung Fu Dunk in post-production, all three films are set for
commercial release in 2008.
Concurrently, EMP has also entered into agreement with the China Film Group to nurture
young Chinese filmmakers by co-producing five feature film projects of smaller production
budgets. The first of these projects is expected to go into production before the end of
2007.
Artiste Management
The segment continued to contribute stable income to the Group and accounted for
39.9% of total revenue during the Half Yearly Period. Revenue amounted to approximately
HK$21.8 million (2006: HK$17.1 million), which contributed a profit of approximately
HK$9.7 million (2006: HK$6.6 million) to the Group’s result.
During the Half Yearly Period, 14 new artistes have joined the Group, including five from
“EEG Singing Contest 2007” co-organised with Television Broadcasts Limited in September
2007, and the famous Korean artiste Lee Jun Ki. As at the end of the Half Yearly Period, the
Group managed a total of 64 artistes (2006: 56).
Emperor Entertainment Group Limited
3
OPERATION REVIEW (Continued)
Event Production
During the Half Yearly Period, this segment contributed approximately HK$4.7 million
(2006: HK$1.8 million) to the Group’s revenue. The Group had participated in the co-
production of seven concerts, and recorded a profit of approximately HK$0.9 million (2006:
a loss of HK$0.5 million).
CAPITAL STRUCTURE, LIQUIDITY AND FINANCIAL RESOURCES
There is no material change in the Group’s sources of fund to finance its operation and
capital expenditure, as well as capital structure as disclosed in the Group’s annual report for
the year ended 31st March, 2007.
As at the end of the Half Yearly Period, current assets and liabilities of the Group were
approximately HK$128.4 million and HK$153.1 million respectively. Advances from the
substantial shareholder, Surplus Way Profits Limited (“Surplus Way”) were approximately
HK$59.5 million, which were denominated in Hong Kong dollars, unsecured, interest
bearing at the Hong Kong prime rate and had no fixed repayment term.
Other than disclosed above, the Group had no other external borrowings. The Group’s
borrowings and bank and cash held in hand were mainly denominated in U.S. dollars,
Hong Kong dollars and Reminbi. Since the borrowings and the bank balances and cash
denominated in foreign currencies (other than Hong Kong dollars) were not significant, the
Group experienced no significant exposure to foreign exchange rate fluctuation during the
Half Yearly Period.
The Group’s gearing ratio (expressed as a percentage of total borrowings over net asset
value) as at 30th September, 2007 rose from 33% in the last financial year to 70%, which
was mainly due to additional advances from Surplus Way for financing the production of
films during the Half Yearly Period.
Together with the cash flow generated by the operation of the Group in its ordinary course
of business and its existing loan facility, the board of directors (the “Board”) expected the
Group to have sufficient working capital for its operation.
COMMITMENTS
Total commitments of the Group as at 30th September, 2007 was approximately HK$74.0
million (as at 31st March, 2007: HK$45.6 million), which comprised HK$4.9 million for
operating leases, HK$0.2 million for purchase of property, plant and equipment, HK$12.6
million for artiste fees and HK$56.3 million for film production costs.
Interim Report 2007-2008
4
NUMBER AND REMUNERATION OF EMPLOYEES
The Group’s number of employees as at the end of the Half Yearly Period was 135 (as at
31st March, 2007: 123) and total staff costs for the Half Yearly Period were approximately
HK$23.6 million (2006: HK$19.6 million). All employees are under the remuneration policy
of fixed monthly salary with discretionary bonus. The Company also has a share option
scheme for providing incentive to full-time employees of the Group. No option was granted
or outstanding during the Half Yearly Period.
PROSPECTS
The entertainment industry is a highly competitive and mobile industry. The management
is committed to building up and maintaining a strong talent base, sound industry expertise
and network to sustain its competitive edge.
To strengthen its audience reach and boost the popularity of its artistes, the Group had
launched a television channel “EEG Channel” on TVB’s pay-television platform. The channel
broadcasts news, interviews and music videos featuring the Group’s artistes. The Group
will use the platform to maintain the popularity of its artistes and source new and talented
artistes.
Meanwhile, the Group had planned to organise more concerts in the coming periods,
including the Group’s own artiste Joey Yung.
Through the establishment of “Emperor Entertainment Group (China)” (i.e. 1
), a wholly-owned subsidiary in Beijing and “SFS Emperor” (i.e. P
P'), a joint venture in Shanghai with Shanghai Film Group
Corporation, one of the leading nationwide media conglomerates in China, the Group
will continue to expand its presence in Mainland China, while at the same time source
promising talents and lucrative projects from such a big market.
Emperor Entertainment Group Limited
5
The Board announces the unaudited consolidated financial statements of the Group for the
Quarterly Period and the Half Yearly Period together with the comparative figures for the
corresponding periods in 2006 as set out below.
CONDENSED CONSOLIDATED INCOME STATEMENT
For the three months and six months ended 30th September, 2007
Three months ended Six months ended
30th September, 30th September,
2007 2006 2007 2006
(unaudited) (unaudited) (unaudited) (unaudited)
Notes HK$’000 HK$’000 HK$’000 HK$’000
Revenue 2 & 3 25,448 41,305 54,598 95,872
Other income 768 460 3,550 2,666
Cost of music production
and distribution (13,000 ) (18,576 ) (21,441 ) (29,817 )
Cost of film and television
programme production
and distribution (589 ) (7,197 ) (5,359 ) (28,708 )
Cost of provision of event
production services (1,127 ) (994 ) (2,136 ) (1,069 )
Distribution costs (1,512 ) (4,277 ) (3,620 ) (5,840 )
Administrative expenses (17,637 ) (14,849 ) (33,460 ) (28,474 )
Finance costs (787 ) (53 ) (1,350 ) (154)
Share of results of a jointly
controlled entity (50 ) – (125 ) –
Gain on disposal of a subsidiary – – 822
(Loss) profit before taxation (8,486 ) (4,181 ) (9,343 ) 5,298
Taxation credit (taxation) 4 300 (168 ) (140 ) (1,269 )
(Loss) profit for the period 5 (8,186 ) (4,349 ) (9,483 ) 4,029
Attributable to:
Equity holders of the Company (8,180 ) (4,310 ) (9,477 ) 4,112
Minority interests (6 ) (39 ) (6 ) (83 )
(8,186 ) (4,349 ) (9,483 ) 4,029
(Loss) earnings per share 6
– basic (3.15) cents (1.66) cents (3.65) cents 1.58 cents
– diluted N/A N/A N/A N/A
Interim Report 2007-2008
6
CONDENSED CONSOLIDATED BALANCE SHEET
As at 30th September, 2007
As at
30th September, 31st March,
2007 2007
(unaudited) (audited)
Notes HK$’000 HK$’000
Non-current assets
Property, plant and equipment 7 2,407 2,708
Interests in a jointly controlled entity 2,063 2,084
Prepayments and other receivables 10,686 11,928
Film rights 7 95,659 55,124
110,815 71,844
Current assets
Inventories and record masters 3,534 2,430
Trade receivables 8 25,225 30,022
Prepayments and other receivables 64,700 31,947
Taxation recoverable 92 125
Bank balances and cash 34,831 69,951
128,382 134,475
Current liabilities
Trade payables 9 14,131 14,697
Other payables and accrued charges 76,597 64,283
Amount due to ultimate holding company 59,512 29,643
Loan from a minority shareholder of
a subsidiary 2,000 2,000
Taxation payable 843 939
153,083 111,562
Net current (liabilities) assets (24,701 ) 22,913
86,114 94,757
Capital and reserves
Share capital 2,600 2,600
Reserves 85,201 93,845
Equity attributable to equity holders
of the Company 87,801 96,445
Minority interests (1,687 ) (1,688 )
Total equity 86,114 94,757
Emperor Entertainment Group Limited
7
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
For the six months ended 30th September, 2007
Attributable to equity holders of the Company
Share Share Contributed Special Translation Accumulated Minority Total
capital premium surplus reserve reserve losses Total interests equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 1st April, 2006 2,600 105,614 83,783 75,000 (699 ) (187,468 ) 78,830 (714 ) 78,116
Exchange differences on
translation of foreign
operations – – – – 264 – 264 11 275
Profit (loss) for the period – – – – – 4,112 4,112 (83 ) 4,029
Transfer to profit or loss on
disposal of a subsidiary – – – – (19 ) – (19 ) (808 ) (827 )
Total recognised income
(expense) for the period – – – – 245 4,112 4,357 (880 ) 3,477
At 30th September, 2006 2,600 105,614 83,783 75,000 (454 ) (183,356 ) 83,187 (1,594 ) 81,593
At 1st April, 2007 2,600 105,614 83,783 75,000 (364 ) (170,188 ) 96,445 (1,688 ) 94,757
Exchange differences on
translation of foreign
operations – – – – 729 – 729 7 736
Share of changes in equity
of a jointly controlled entity – – – – 104 – 104 – 104
Net income recognised
directly in equity – – – – 833 – 833 7 840
Loss for the period – – – – – (9,477 ) (9,477 ) (6 ) (9,483 )
Total recognised income
(expense) for the period – – – – 833 (9,477 ) (8,644 ) 1 (8,643 )
At 30th September, 2007 2,600 105,614 83,783 75,000 469 (179,665 ) 87,801 (1,687 ) 86,114
Interim Report 2007-2008
8
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 30th September, 2007
Six months ended
30th September,
2007 2006
(unaudited) (unaudited)
HK$’000 HK$’000
Net cash (used in) from operating activities (18,255 ) 5,406
Net cash used in investing activities (45,801 ) (17,693 )
Net cash from financing activities 28,519 3,298
Net decrease in cash and cash equivalents (35,537 ) (8,989 )
Cash and cash equivalents at beginning of the period 69,951 69,496
Effect of foreign exchange rate changes 417 –
Cash and cash equivalents at end of the period 34,831 60,507
Analysis of the balances of cash and cash equivalents:
Bank balances and cash 34,831 60,507
Emperor Entertainment Group Limited
9
Notes:
1. General and basis of preparation
The Company is incorporated as an exempted company with limited liability in Bermuda
under the Bermuda Companies Act. Its shares are listed on GEM of the Stock Exchange. The
Company’s ultimate holding company is Surplus Way, a company which is incorporated in
the British Virgin Islands. The address of the registered office of the Company is Clarendon
House, 2 Church Street, Hamilton HM11, Bermuda and its principal place of business is
28/F, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong.
The Company is an investment holding company. The principal activities of its principal
subsidiaries are engaged in trading and production of audio-visual products, licensing
of musical works, film and television programme production, distribution and licensing,
provision of management services to artistes, concert management and organisation, and
provision of event production services.
The unaudited consolidated financial statements of the Group have been prepared in
accordance with the Hong Kong Accounting Standard 34 “Interim Financial Reporting”
issued by the Hong Kong Institute of Certified Public Accountants and the applicable
disclosure requirements under Chapter 18 of the GEM Listing Rules.
The accounting policies adopted for preparation of the unaudited consolidated financial
statements are consistent with those adopted by the Group in its annual financial
statements for the year ended 31st March, 2007.
Interim Report 2007-2008
10
Notes: (Continued)
2. Revenue
An analysis of the Group’s revenue is as follows:
Three months ended Six months ended
30th September, 30th September,
2007 2006 2007 2006
(unaudited) (unaudited) (unaudited) (unaudited)
HK$’000 HK$’000 HK$’000 HK$’000
Music production and
distribution
– sales of albums 4,952 6,846 7,679 12,356
– licence income 4,228 7,938 6,349 19,191
– multimedia income 1,281 1,786 2,321 3,621
10,461 16,570 16,349 35,168
Film and television programme
production, distribution and
licensing
– production of films and
television programmes
and licensing of the
corresponding rights 694 7,083 8,136 32,437
– distribution of films and
television programmes 1,994 8,160 3,667 9,335
2,688 15,243 11,803 41,772
Artiste management fee income 8,813 8,571 21,765 17,149
Event production
– income (loss) from jointly
organised events 731 (729 ) 176 (467 )
– income from provision of
event production services 2,755 1,650 4,505 2,250
3,486 921 4,681 1,783
25,448 41,305 54,598 95,872
Emperor Entertainment Group Limited
11
Notes: (Continued)
3. Segment Information
An analysis of the Group’s business segment on which the Group reports its primary
segment information is presented as follows:
Six months ended 30th September,
2007 2006
Contribution Contribution
to loss for to profit for
Revenue the period Revenue the period
(unaudited) (unaudited) (unaudited) (unaudited)
HK$’000 HK$’000 HK$’000 HK$’000
Music production and
distribution 16,349 (13,988 ) 35,168 (7,574 )
Film and television programme
production, distribution and
licensing 11,803 (1,579 ) 41,772 7,300
Artiste management 21,765 9,743 17,149 6,582
Event production 4,681 924 1,783 (496 )
54,598 (4,900 ) 95,872 5,812
Other income not allocated to
principal activities 1,037 1,725
Unallocated corporate expenses (4,005 ) (2,907 )
Finance costs (1,350 ) (154 )
Share of results of a jointly
controlled entity (Note) (125 ) –
Gain on disposal of a subsidiary – 822
(Loss) profit before taxation (9,343 ) 5,298
Taxation (140 ) (1,269 )
(Loss) profit for the period (9,483 ) 4,029
Note: The share of results of a jointly controlled entity belongs to the segment of film
and television programme production, distribution and licensing.
Interim Report 2007-2008
12
Notes: (Continued)
4. Taxation Credit (Taxation)
The credit for the Quarterly Period represents the overprovision of taxation in the previous
quarter and the charges represent Hong Kong Profits Tax calculated at 17.5% of the
estimated assessable profits for these periods.
No provision for income tax in respect of operations in overseas has been made as the
Group has no assessable profits in the respective jurisdictions for these periods.
5. (Loss) Profit for the Period
Three months ended Six months ended
30th September, 30th September,
2007 2006 2007 2006
(unaudited) (unaudited) (unaudited) (unaudited)
HK$’000 HK$’000 HK$’000 HK$’000
(Loss) profit for the period has
been arrived at after charging:
Amortisation of film rights
charged to cost of film and
television programme
production and distribution 589 7,192 5,348 28,634
Depreciation of property, plant
and equipment 458 253 877 498
Impairment loss on film rights
recognised and included in
cost of film and television
programme production and
distribution – – 11 –
6. (Loss) Earnings per Share
The calculation of basic (loss) earnings per share is based on the unaudited consolidated
loss attributable to equity holders of the Company of approximately HK$8,180,000 for
the Quarterly Period (2006: HK$4,310,000) and HK$9,477,000 for the Half Yearly Period
(2006: a profit of HK$4,112,000) and the 260,000,000 ordinary shares in issue during the
periods.
Diluted (loss) earnings per share have not been presented for either period as the
Company had no dilutive potential ordinary shares of these periods.
Emperor Entertainment Group Limited
13
Notes: (Continued)
7. Movements in Property, Plant and Equipment and Film Rights
During the Half Yearly Period, the Group acquired property, plant and equipment at a
cost of approximately HK$571,000 (2006: HK$860,000), disposed of property, plant and
equipment with aggregate net book value of approximately HK$6,000 (2006: HK$634,000)
and spent approximately HK$45,894,000 (2006: HK$18,807,000) on cost of film rights.
8. Trade Receivables
The Group allows credit periods of up to 60 days to its trade customers. The following is an
aged analysis of trade receivables:
As at
30th September, 31st March,
2007 2007
(unaudited) (audited)
HK$’000 HK$’000
Current 8,804 15,779
Overdue
0 - 30 days 6,765 1,049
31 - 60 days 4,267 6,851
61 - 90 days 3,069 1,527
over 90 days 2,320 4,816
25,225 30,022
The directors of the Company consider that the carrying amount of trade receivables
approximates its fair value.
Interim Report 2007-2008
14
Notes: (Continued)
9. Trade Payables
The following is an aged analysis of trade payables:
As at
30th September, 31st March,
2007 2007
(unaudited) (audited)
HK$’000 HK$’000
Current 3,015 1,526
Overdue
0 - 30 days 1,714 1,690
31 - 60 days 1,425 3,233
61 - 90 days 817 4,161
over 90 days 7,160 4,087
14,131 14,697
The directors of the Company consider that the carrying amount of trade payables
approximates its fair value.
10. Commitments
(a) Operating lease commitments
At the balance sheet date, the Group had commitments for future minimum lease
payments under non-cancellable operating leases which fall due as follows:
As at
30th September, 31st March,
2007 2007
(unaudited) (audited)
HK$’000 HK$’000
In respect of:
(i) Rented premises
Within one year 1,900 3,222
In the second to fifth year inclusive 796 1,092
2,696 4,314
(ii) Broadcasting service
Within one year 1,020 960
In the second to third year inclusive 1,190 1,600
2,210 2,560
Emperor Entertainment Group Limited
15
Notes: (Continued)
10. Commitments (Continued)
(a) Operating lease commitments (Continued)
The lease payments are fixed over the lease term and no arrangements have been
entered into for contingent rental payments.
(b) Capital commitment
As at
30th September, 31st March,
2007 2007
(unaudited) (audited)
HK$’000 HK$’000
Amount contracted but not provided,
net of deposit paid, in respect of
property, plant and equipment 175 –
(c) Other commitments
As at
30th September, 31st March,
2007 2007
(unaudited) (audited)
HK$’000 HK$’000
Amounts contracted for but not provided
in respect of:
(i) Artiste fees 12,570 10,399
(ii) Film production costs 56,333 28,292
68,903 38,691
Interim Report 2007-2008
16
Notes: (Continued)
11. Related Party Transactions
During the Half Yearly Period, the Group had transactions with related parties as follows:
Six months ended
30th September,
2007 2006
(unaudited) (unaudited)
HK$’000 HK$’000
Distribution and promotion commission income
received 1,970 9,333
Fee received for back office support services
(including accounting services) – 160
Fee received for professional services (including legal,
and production assistance and consultancy services) – 30
Advertising and promotion expenses paid 68 73
Corporate secretarial fee paid 160 160
Fees paid for back office support services (including
accounting, tax and financial services, internal
auditing, human resources and administrative
services) – 20
Interest paid to ultimate holding company 1,350 154
Management fees and air-conditioning charges paid 317 314
Operating lease rentals paid 1,246 1,191
Certain directors and substantial shareholders of the Company have beneficial or deemed
interests in the above related parties.
Emperor Entertainment Group Limited
17
DIVIDEND
The Board did not recommend the payment of an interim dividend for the Half Yearly
Period (2006: Nil).
DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS
IN SECURITIES
As at 30th September, 2007, the interests and short positions of the directors and chief
executives of the Company in the shares, underlying shares and debentures of the
Company or any of its associated corporations (within the meaning of Part XV of the
Securities and Futures Ordinance (“SFO”)) as recorded in the register required to be kept
under Section 352 of the SFO or as otherwise notified to the Company and the Stock
Exchange pursuant to the required standard of dealings by the directors of the Company as
referred to in Rule 5.46 of the GEM Listing Rules were as follows:
(a) Long position in ordinary shares of HK$0.01 each of the Company
Number of Approximate
Nature of ordinary percentage
Name of director interests shares held holding
Ms. Luk Siu Man, Semon Family 203,054,000 78.09%
(“Ms. Semon Luk”) (Note)
Note: The shares were registered in the name of Surplus Way. The entire issued share
capital of Surplus Way was held by Jumbo Wealth Limited (“Jumbo Wealth”) on
trust for The A&A Unit Trust. The A&A Unit Trust was a unit trust under The Albert
Yeung Discretionary Trust (the “Trust”), a discretionary trust set up by Mr. Yeung
Sau Shing, Albert (“Mr. Albert Yeung”). Mr. Albert Yeung, as founder of the Trust,
was deemed to be interested in the 203,054,000 shares held by Surplus Way. By
virtue of the aforesaid interests of Mr. Albert Yeung, Ms. Semon Luk (spouse of Mr.
Albert Yeung and director of the Company) was also deemed to be interested in
the above 203,054,000 shares held by Surplus Way.
Interim Report 2007-2008
18
DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS
IN SECURITIES (Continued)
(b) Long positions in shares of associated corporations
Number
of ordinary Approximate
Name of Nature share(s)/underlying percentage
Name of director associated corporation of interests shares held holding
Ms. Semon Luk Surplus Way (Note (1)) Family 1 100%
Ms. Semon Luk Jumbo Wealth (Note (1)) Family 1 100%
Ms. Semon Luk Charron Holdings Limited Family 1 100%
(“Charron”) (Note (2))
Ms. Semon Luk Lion Empire Investments Family 1 100%
Limited (“Lion Empire”)
(Note (2a))
Ms. Semon Luk Perpetual Wealth Investments Family 1 100%
Limited (“Perpetual Wealth”)
(Note (2a))
Ms. Semon Luk Emperor International Family 902,557,364 50.84%
Holdings Limited
(“Emperor International”)
(Note (2) & (2a))
Ms. Semon Luk Emperor Capital Group Limited Family 325,322,302 54.11%
(“Emperor Capital”)
(Note (2))
Mr. Wong Chi Fai Emperor International Beneficial 10,000,000 0.56%
(Note (3))
Ms. Fan Man Seung, Emperor International Beneficial 10,000,000 0.56%
Vanessa (Note (3))
Notes:
(1) Surplus Way was the registered owner of 203,054,000 shares, representing 78.09%
of the issued share capital of the Company. The entire issued share capital of Surplus
Way was held by Jumbo Wealth on trust for The A&A Unit Trust. The A&A Unit Trust
was a unit trust under the Trust, a discretionary trust set up by Mr. Albert Yeung. Mr.
Albert Yeung, as founder of the Trust, was deemed to be interested in the share
capital of Surplus Way. By virtue of the aforesaid interests of Mr. Albert Yeung, Ms.
Semon Luk (spouse of Mr. Albert Yeung and director of the Company) was also
deemed to be interested in the share capital of Surplus Way and Jumbo Wealth
respectively.
Emperor Entertainment Group Limited
19
DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS
IN SECURITIES (Continued)
(b) Long positions in shares of associated corporations (Continued)
Notes: (Continued)
(2) Charron was interested in 823,123,411 shares in Emperor International and was
the registered owner of 325,322,302 shares in Emperor Capital. The entire issued
share capital of Charron was held by Jumbo Wealth on trust for The A&A Unit Trust.
By virtue of the interests of The A&A Unit Trust in Surplus Way and Charron, Charron,
Emperor International and Emperor Capital were associated corporations of the
Company. Mr. Albert Yeung, as founder of the Trust, was deemed to be interested in
the share capital of Charron, Emperor International and Emperor Capital respectively.
By virtue of the aforesaid interests of Mr. Albert Yeung, Ms. Semon Luk (spouse of Mr.
Albert Yeung and director of the Company) was also deemed to be interested in the
share capital of Charron, Emperor International and Emperor Capital respectively.
(2a) Lion Empire was the registered owner of 79,433,953 shares in Emperor International.
The entire issued capital of Lion Empire was held by Perpetual Wealth on trust for
The A&S Unit Trust, a unit trust under the Trust. Mr. Albert Yeung, as founder of
the Trust, was deemed to be interested in the 79,433,953 shares. By virtue of the
aforesaid interests of Mr. Albert Yeung, Ms. Semon Luk (spouse of Mr. Albert Yeung
and Director of the Company) was also deemed to be interested in the 79,433,953
shares of Emperor International.
(3) Share options were granted to directors under the share option scheme of Emperor
International.
Save as disclosed above, as at 30th September, 2007, none of the directors or chief
executives of the Company had any interests or short positions in shares, underlying shares
or debentures of the Company or any of its associated corporations (within the meaning of
Part XV of the SFO) as recorded in the register required to be kept under Section 352 of
the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the
required standard of dealings by the directors of the Company as referred to in Rule 5.46
of the GEM Listing Rules.
Interim Report 2007-2008
20
SHARE OPTION SCHEME AND DIRECTORS’ AND CHIEF EXECUTIVES’
RIGHTS TO ACQUIRE SHARES OR DEBENTURES
The Company’s existing share option scheme (the “Share Option Scheme”) was approved
for adoption on 26th August, 2004 and became effective on 11th November, 2004 and
valid for the next ten years.
The Company had not granted any option under the Share Option Scheme since its
adoption.
As at 30th September, 2007, the Company had not granted any right to subscribe for equity
or debt securities of the Company to any director or chief executive of the Company or
their spouse or children under 18 years of age.
INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS
So far as known to the directors of the Company, as at 30th September, 2007, the persons
or corporations (other than the directors or chief executives of the Company) who had
interests and short positions in the shares, underlying shares and debentures of the
Company as recorded in the register required to be kept under Section 336 of the SFO or
as otherwise notified to the Company were as follows:
Long positions in ordinary shares of HK$0.01 each of the Company
Number Approximate
Capacity/ of ordinary percentage
Name Nature of interests shares held holding
Surplus Way (Note) Beneficial 203,054,000 78.09%
Jumbo Wealth (Note) Trustee 203,054,000 78.09%
GZ Trust Corporation Trustee 203,054,000 78.09%
(“GZ Trust”) (Note)
Mr. Albert Yeung (Note) Founder of the Trust 203,054,000 78.09%
South China Finance and Beneficial 18,198,000 6.99%
Management Limited
South China Brokerage Interest in a 18,198,000 6.99%
Company Limited controlled corporation
East Hill Development Limited Interest in a 18,198,000 6.99%
controlled corporation
Emperor Entertainment Group Limited
21
INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS
(Continued)
Long positions in ordinary shares of HK$0.01 each of the Company
(Continued)
Number Approximate
Capacity/ of ordinary percentage
Name Nature of interests shares held holding
Tek Lee Finance and Investment Interest in a 18,198,000 6.99%
Corporation Limited controlled corporation
South China (BVI) Limited Interest in a 18,198,000 6.99%
controlled corporation
South China Holdings Limited Interest in a 18,198,000 6.99%
controlled corporation
Bannock Investment Limited Interest in a 18,198,000 6.99%
controlled corporation
Earntrade Investments Limited Interest in a 18,198,000 6.99%
controlled corporation
Parkfield Holdings Limited Interest in a 18,198,000 6.99%
controlled corporation
Ronastar Investments Limited Interest in a 18,198,000 6.99%
controlled corporation
Fung Shing Group Limited Interest in a 18,198,000 6.99%
controlled corporation
Ms. Cheung Choi Ngor Persons acting in concert 18,198,000 6.99%
Mr. Richard Howard Gorges Persons acting in concert 18,198,000 6.99%
Mr. Ng Hung Sang Persons acting in concert 18,198,000 6.99%
Interim Report 2007-2008
22
INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS
(Continued)
Long positions in ordinary shares of HK$0.01 each of the Company
(Continued)
Note: The shares were registered in the name of Surplus Way. The entire issued share capital
of Surplus Way was held by Jumbo Wealth on trust for The A&A Unit Trust. The A&A Unit
Trust was a unit trust under the Trust, a discretionary trust set up by Mr. Albert Yeung. Mr.
Albert Yeung, as founder of the Trust, was deemed to be interested in the 203,054,000
shares held by Surplus Way and held the entire issued share capital of Jumbo Wealth on
trust for GZ Trust as trustee of the Trust. The above shares were the same shares as set
out under section (a) of the paragraph headed “Directors’ and Chief Executives’ Interests
and Short Positions in Securities” above.
Save as disclosed above, as at 30th September, 2007, the directors of the Company were
not aware of any other person or corporation (other than the directors or chief executives
of the Company) who had any interests or short positions in the shares, underlying shares
or debentures of the Company as recorded in the register required to be kept under
Section 336 of the SFO or as otherwise notified to the Company.
COMPETING INTERESTS
The Trust, a discretionary trust set up by Mr. Albert Yeung, a management shareholder of the
Company (as defined in the GEM Listing Rules), indirectly held 50% of the shareholding
of JCE Movies Limited (“JCE”), a company engaged in the production and distribution
of movies. The Trust also indirectly held 100% interest in Prime Time (International)
Entertainment Limited (“Prime Time”), a company engaged in the business of television
programme production and artiste management. The businesses of JCE and Prime Time
may constitute competition with the business of the Group. By virtue of the Trust’s interest
in the aforesaid businesses, Ms. Semon Luk, spouse of Mr. Albert Yeung, is also deemed
to be interested in the businesses. The directors of the Company consider that since Ms.
Semon Luk is a non-executive director of the Company and will not exert management
control over the Group, her aforesaid deemed interest in the businesses of JCE and Prime
Time will not materially affect the Group’s business.
Save as disclosed above, the directors of the Company believe that none of the directors
or the management shareholders of the Company (as defined in the GEM Listing Rules)
had any interest in a business which causes or may cause significant competition with the
business of the Group.
Emperor Entertainment Group Limited
23
CORPORATE GOVERNANCE
The Company had complied throughout the Half Yearly Period with the Code on Corporate
Governance Practices as set out in Appendix 15 of the GEM Listing Rules.
MODEL CODE FOR SECURITIES
The Company had adopted Rules 5.48 to Rules 5.67 of the GEM Listing Rules (“Model
Code”) as its own code of conduct regarding directors’ and senior executives’ securities
transactions trading. Having made specific enquiry to all the directors of the Company, all
the directors confirmed that they had throughout the Half Yearly Period complied with the
required standard of dealings as set out in the Model Code.
REVIEW OF RESULTS
The unaudited results of the Group for the Quarterly Period and the Half Yearly Period
have been reviewed by the audit committee of the Company, who is of the opinion that
the preparation of such results has complied with the applicable accounting standards
and requirements and that adequate disclosures have been made. The audit committee
comprises the three independent non-executive directors of the Company, namely Mr. Chu
Kar Wing (Chairman of the audit committee), Mr. Wong Ching Yue and Mr. Wong Tak Ming,
Gary.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED
SECURITIES
During the Half Yearly Period, neither the Company nor any of its subsidiaries purchased,
sold or redeemed any of the Company’s listed securities.
By Order of the Board
Luk Siu Man, Semon
Chairperson
Hong Kong, 12th November, 2007
As at the date hereof, the Board comprises Ms. Luk Siu Man, Semon (Chairperson); Mr.
Ng Sui Wan alias Ng Yu, Mr. Wong Chi Fai and Ms. Fan Man Seung, Vanessa (Executive
Directors); Mr. Wong Ching Yue, Mr. Chu Kar Wing and Mr. Wong Tak Ming, Gary
(Independent Non-executive Directors).
Interim Report |
