1
EMPEROR ENTERTAINMENT GROUP LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 8078)
FIRST QUARTERLY RESULTS ANNOUNCEMENT
For the three months ended 30th June, 2007
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 announcement, 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 announcement 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 announcement misleading; and (3) all opinions expressed in
this announcement have been arrived at after due and careful consideration and are founded
on bases and assumptions that are fair and reasonable.
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MANAGEMENT DISCUSSION AND ANALYSIS
For the three months ended 30th June, 2007 (the “Period”), the Company and its subsidiaries
(collectively referred to as the “Group”) recorded revenue of approximately HK$29.2 million,
against HK$54.6 million for the same period in 2006. The Group incurred a loss of
approximately HK$1.3 million, compared with a HK$8.4 million profit previously.
OPERATION REVIEW
Music Production and Distribution
During the Period, the segment had a turnover of approximately HK$5.9 million (2006: HK$18.6
million) and recorded a loss of approximately HK$6.5 million (2006: profit of HK$803,000),
due to the keen competition in the industry and serious piracy problems.
During the Period, the Group released 16 music albums (2006: 18) for its own artists. Sales of
music albums and licence income dropped to approximately HK$2.7 million (2006: HK$5.5
million) and HK$2.1 million (2006: HK$11.3 million) respectively. 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$1.1 million (2006: HK$1.8 million)
to the Group’s turnover.
Film and Television Programme Production and Distribution
During the Period, this business sector contributed turnover of approximately HK$9.1 million
(2006: HK$26.5 million) and a profit of approximately HK$227,000 (2006: HK$2.2 million),
mainly from the licensing of Twins Mission and The Medallion as well as distribution of Rob-
B-Hood.
Distribution of films and television programmes contributed approximately HK$1.7 million
(2006: HK$1.2 million) of the Group’s turnover. Films and television programmes production
and licensing accounted for approximately HK$7.4 million of the turnover (2006: HK$25.3
million) as the Group lacked sizable productions during the Period.
Distribution
The Group receives contribution from distribution of films produced by Emperor Motion
Pictures (“EMP”) and JCE Movies. During the Period, the Group had released Ming Ming
starring Zhou Xun and Daniel Wu. Meanwhile, EMP participated in the 60th Cannes Film
Festival, and commenced sales on The Sun Also Rises, the much-anticipated third film by
Chinese auteur Jiang Wen.
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OPERATION REVIEW (Continued)
Film and Television Programme Production and Distribution (Continued)
Production
On the production front, the Group had completed the principal photography of Kung Fu
Dunk, a project co-invested with Taiwan’s Chang-Hong Channel Film & Video and China’s
Shanghai Film Group. The production, directed by veteran Taiwanese director Kevin Chu and
starring Jay Chou and EEG’s own Charlene Choi of Twins, is scheduled for release during
Chinese New Year in 2008.
During the Period, the Group had also commenced production of The Fantastic Water Babes,
an aquatic action comedy starring Gillian Chung of Twins, Stephen Fung Tak-lun, Alex Fong,
and Huang Shengyi. The film also marks the screen debut of Chinese Olympian Tian Liang.
Concurrently, production also commenced on Home Run, a comedy starring Chapman To and
Fan Bingbing. Both productions are scheduled for commercial release during 2008.
Artiste Management
The segment continued to contribute stable income to the Group. Income from artiste
management for the Period rose by 51% to approximately HK$13.0 million (2006: HK$8.6
million) while profit reached HK$7.0 million (2006: HK$5.8 million). During the Period, the
Group had recruited five artistes which increased the total number of artistes to 56.
Event Production
During the Period, this segment contributed approximately HK$1.2 million (2006: HK$862,000)
to the Group’s revenue. The Group recorded a loss of approximately HK$365,000 (2006:
profit of HK$121,000). The Group acted as the lead organiser of only one concert, out of a
total five concerts participated in.
PROSPECTS
The entertainment industry is a highly competitive and mobile industry. The management is
committed to building up and maintaining a strong talent base, sound industry expertise and
network to sustain its competitive edge.
To strengthen its audience reach and boost the popularity of its artistes, the Group had launched
a television channel on TVB’s pay-television platform. Named EEG Channel, it is the first of
its kind in Hong Kong which broadcasts news, interviews and music videos featuring the
Group’s artistes. The Group will use the platform to maintain the popularity of its artistes and
source new and talented artistes.
Through the establishment of “Emperor Entertainment Group (China)” (i.e. K/
"!), a wholly-owned subsidiary in Beijing and “SFS Emperor” (i.e. jj
B"!), a joint venture in Shanghai with Shanghai Film Group
Corporation, one of the leading nationwide media conglomerates in China, the Group will
continue to expand its presence in Mainland China, while at the same time source promising
talents and lucrative projects from such a big market.
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RESULTS
The board of directors of the Company (the “Board”) announces the unaudited consolidated
results of the Group for the Period together with the comparative unaudited figures for the
corresponding period in 2006 as follows:
Three months ended
30th June,
2007 2006
Notes HK$’000 HK$’000
Revenue 2 29,150 54,567
Other income 2,782 2,206
Cost of music production and distribution (8,441) (11,241)
Cost of film and television programme
production and distribution (4,770) (21,511)
Cost of provision of event production services (1,009) (75)
Distribution costs (2,108) (1,563)
Administrative expenses (15,823) (13,625)
Finance costs (563) (101)
Share of results of a jointly controlled entity (75) –
Gain on disposal of a subsidiary – 822
(Loss) profit before taxation (857) 9,479
Taxation 3 (440) (1,101)
(Loss) profit for the period (1,297) 8,378
Attributable to:
Equity holders of the Company (1,297) 8,422
Minority interests – (44)
(1,297) 8,378
(Loss) earnings per share 4
– basic (0.50) cent 3.24 cents
– diluted N/A N/A
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RESULTS (Continued)
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 Profits Limited (“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 results of the Group have been prepared in accordance with all
applicable Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards and
Interpretations issued by the Hong Kong Institute of Certified Public Accountants, accounting
principles generally accepted in Hong Kong and the applicable disclosure requirements of Chapter
18 of the GEM Listing Rules.
The accounting policies adopted for preparation of the unaudited consolidated results are
consistent with those adopted by the Group in its annual financial statements for the year ended
31st March, 2007.
Certain comparative figures have been reclassified to conform with the Period’s presentation.
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RESULTS (Continued)
Notes: (Continued)
2. Revenue
Three months ended
30th June,
2007 2006
HK$’000 HK$’000
An analysis of the Group’s revenue is as follows:
Music production and distribution
– sales of albums 2,727 5,510
– licence income 2,121 11,253
– multimedia income 1,040 1,835
5,888 18,598
Film and television programme production, distribution
and licensing
– production of films and television programmes and
licensing of the corresponding rights 7,442 25,354
– distribution of films and television programmes 1,673 1,175
9,115 26,529
Artiste management fee income 12,952 8,578
Event production
– (loss) income from jointly organised event (555) 262
– income from provision of event production services 1,750 600
1,195 862
29,150 54,567
3. Taxation
The charge represents Hong Kong Profits Tax calculated at 17.5% of the estimated assessable
profits for both 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 both periods.
4. (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 for the Period of approximately HK$1,297,000
(2006: profit of HK$8,422,000) and the 260,000,000 shares in issue during both periods.
Diluted (loss) earnings per share has not been presented as the Company had no dilutive potential
ordinary shares for both periods.
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RESULTS (Continued)
Notes: (Continued)
5. Capital, reserves and minority interests
Attributable to equity holders of the Company
Share Share Contributed Special Translation Accumulated Minority Total
capital premium surplus reserve reserve losses Total interests equity
HK$’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 – – – – 323 – 323 2 325
Net income recognised
directly in equity – – – – 323 – 323 2 325
Profit (loss) for the period – – – – – 8,422 8,422 (44) 8,378
Transfer to profit or loss
on disposal of a
subsidiary – – – – – – – (808) (808)
Total recognised income
(expense) for the
period – – – – 323 8,422 8,745 (850) 7,895
At 30th June, 2006 2,600 105,614 83,783 75,000 (376) (179,046) 87,575 (1,564) 86,011
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 – – – – 480 – 480 6 486
Share of changes in
equity of a jointly
controlled entity – – – – 104 – 104 – 104
Net income recognised
directly in equity – – – – 584 – 584 6 590
Loss for the period – – – – – (1,297) (1,297) – (1,297)
Total recognised income
(expense) for the
period – – – – 584 (1,297) (713) 6 (707)
At 30th June, 2007 2,600 105,614 83,783 75,000 220 (171,485) 95,732 (1,682) 94,050
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DIVIDEND
The Board did not recommend the payment of an interim dividend for the Period (2006: Nil).
DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN
SECURITIES
As at 30th June, 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.
(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 892,735,364 55.22%
Holdings Limited
(“Emperor International”)
(Note (2) & (2a))
Ms. Semon Luk Emperor Capital Group Limited Family 325,320,564 54.11%
(“Emperor Capital”)
(Note (2))
Mr. Wong Chi Fai Emperor International Beneficial 10,000,000 0.71%
(Note (3))
Ms. Fan Man Seung, Emperor International Beneficial 10,000,000 0.71%
Vanessa (Note (3))
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DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN
SECURITIES (Continued)
(b) Long positions in shares of associated corporations (Continued)
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.
(2) Charron was interested in 813,301,411 shares in Emperor International and was the
registered owner of 325,320,564 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 entered into a sale and purchase agreement dated 12 June 2007 with a
wholly owned subsidiary of Emperor International. Pursuant to such agreement, Emperor
International agreed to issue 79,433,953 new shares to Lion Empire as consideration
upon completion subject to the fulfillment of the conditions set out in the agreement.
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 June, 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.
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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 June, 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 June, 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
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
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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
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%
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 June, 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.
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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.
REVIEW OF QUARTERLY RESULTS
The unaudited quarterly results of the Group for the Period has 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 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, 13th August, 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).
This announcement will remain on the GEM website on the “Latest Company Announcements”
page for 7 days from the day of posting this announcement.
FIRST QUARTERLY RESULTS ANNOUNCEMENTFor the three months ended 30th June, 2007 |
