EGL : CONNECTED TRANSACTIONS

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

EGL Holdings Company Limited 東瀛遊控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6882)

CONNECTED TRANSACTIONS

PURCHASE CONTRACTS

On 16 June 2017 and 7 August 2017, the Purchaser (an indirect wholly-owned subsidiary of the Company) entered into the Purchase Contracts with the Seller for the purchase of certain bedding products and beds for use by a hotel of the Group at an aggregate consideration of approximately HK$3,160,193.

IMPLICATIONS UNDER THE LISTING RULES

The Seller is a company wholly owned by Ms. Huen Sau Man Stephanie (a daughter of Mr. Huen, being a Director of the Company) and thus is a connected person of the Company under the Listing Rules. As such, each of the Purchases constituted a connected transaction of the Company for the purpose of Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Purchases (as if they were one transaction) is more than 0.1% but less than 5% and the total consideration of the Purchases is more than HK$3,000,000, the Purchases (on an aggregated basis) constituted a non-exempt connected transaction and was subject to the reporting and announcement requirements, but was exempt from the circular and independent shareholders' approval requirements, under Chapter 14A of the Listing Rules.

Due to the misunderstanding on the part of Mr. Huen of the reporting requirements applicable to the Purchase Contracts under Chapter 14A of the Listing Rules, the relationship between Mr.

Huen and the Seller was not timely reported to the Board and therefore, the Company inadvertently omitted to comply with such requirements and failed to make a timely announcement in relation to the Purchases when the aggregate consideration exceeds HK$3,000,000.

THE PURCHASE CONTRACTS

The Board announces that the Purchaser (an indirect wholly-owned subsidiary of the Company) conducted the following purchases from the Seller (a connected person of the Company) at an aggregate consideration of approximately HK$3,160,193:

Date of Purchase ContractParties

Items of purchaseConsideration

Deposit payment date

• 1. 16 June 2017* (as revised and amended on 18 September 2017#)

  • (a) the Purchaser; and

  • (b) the Seller

  Beds, mattresses and mattress covers

  HK$2,075,853

  4 July 2017

• 2. 7 August 2017* (as revised and amended on 9 November 2017#)

• (a) the Purchaser; andPillows and duvets

• (b) the Seller

(including protectors)US$139,018 (equivalent to approximately HK$1,084,340)

8 August 2017

* Proforma invoice

#

Commercial invoice

As at the date of this announcement, all items purchased under the Purchase Contracts have been paid by, and shipped and delivered to, the Group.

REASONS FOR, AND BENEFITS OF, THE PURCHASES

The Group is primarily engaged in provision of package tours, free independent travellers packages, individual travel elements and ancillary travel related products and services.

The Seller is principally engaged in the trading of mattresses, pillows, bedding, and other home items.

As disclosed in the interim report of the Company for the six months ended 30 June 2017, the Group's first hotel, "Osaka Hinode Hotel (大阪逸の彩酒店)" was expected to be completed and commence its operation by the end of 2017. In anticipation of the commencement of operation of Osaka Hinode Hotel (which is indirectly owned by the Purchaser in Osaka), the Purchaser entered into the Purchase Contracts with the Seller for the purchase of certain bedding products and beds in the course of its ordinary course of business.

In view of the above, the Directors (including the independent non-executive Directors but excluding Mr. Huen), after taking into account that the terms of the Purchase Contracts (including the price and quality of products by reference to the prevailing market price of the same or substantially similar products available from independent third parties to the Group of the same period) were better than those offered by independent third party suppliers to the Group in comparable transactions of the same period, they are of the view that the Purchases are on normal commercial terms, in the ordinary and usual course of business, fair and reasonable and in the interests of the Company and theShareholders as a whole. As Mr. Huen has a material interest in the Purchases, he abstained from voting on the relevant board resolution(s) for approving, ratifying and confirming the Purchase Contracts and the transactions contemplated thereunder.

IMPLICATION UNDER THE LISTING RULES

The Seller is a company wholly owned by Ms. Huen Sau Man Stephanie (a daughter of Mr. Huen, being a Director of the Company) and thus is a connected person of the Company under the Listing Rules. As such, each of the Purchases constituted a connected transaction of the Company for the purpose of Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Purchases (as if they were one transaction) is more than 0.1% but less than 5% and the total consideration of the Purchases is more than HK$3,000,000, the Purchases (on an aggregated basis) constituted a non-exempt connected transaction and was subject to the reporting and announcement requirements, but was exempt from the circular and independent shareholders' approval requirement, under Chapter 14A of the Listing Rules.

Due to the misunderstanding on the part of Mr. Huen of the reporting requirements applicable to the Purchase Contracts under Chapter 14A of the Listing Rules, the relationship between Mr. Huen and the Seller was not timely reported to the Board and therefore, the Company inadvertently omitted to comply with such requirements and failed to make a timely announcement in relation to the Purchases when the aggregate consideration exceeds HK$3,000,000.

GENERAL

In order to minimise the likelihood for any potential breach of the Listing Rules in the future, the Company will review its internal control with a view to strengthen its reporting procedures for any possible transactions which may constitute notifiable transactions, connected transactions and/or other disclosures under the Listing Rules. The Group's senior management are urged to study the training materials and faxes/correspondence issued by the Company regarding compliance with the Listing Rules from time to time with the emphasise of the importance of identifying such transactions prior to executions, so that similar events will not occur in the future.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

"Board"

the board of Directors

"Company"

EGL Holdings Company Limited (stock code: 6882), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong"	Hong Kong Special Administrative Region of the People's Republic
of China
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"Mr. Huen"	Mr. Huen Kwok Chuen, a Director
"Purchaser"	Ebisu Investment Company Limited, a company incorporated in
Hong Kong with limited liability, and an indirect wholly-owned
subsidiary of the Company
"Purchases"	purchases made by the Purchaser under the Purchase Contracts
"Purchase Contracts"	two purchase contracts (as revised and amended) entered into by
the Purchaser and the Seller for the Purchases on 16 June 2017 and
7 August 2017 respectively
"Seller"	Hush Home Hong Kong Limited, a company incorporated in Hong
Kong with limited liability, a company owned as to 100% by Ms.
Huen Sau Man Stephanie (a daughter of Mr. Huen), being a
connected person of the Company
"Shareholders"	shareholders of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"US$"	United States dollar, the lawful currency of the United States of
America
Hong Kong, 26 January 2018

On behalf of the Board EGL Holdings Company Limited

Yuen Man Ying Chairman and Executive Director

As at the date of this announcement, the Board comprises four Executive Directors, namely Mr. Yuen Man Ying (Chairman), Mr. Huen Kwok Chuen, Mr. Leung Shing Chiu and Ms. Lee Po Fun, and three Independent Non-executive Directors, namely Mr. Chan Kim Fai, Mr. Tang Koon Hung Eric and Ms. Wong Lai Ming.