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EMPEROR ENTERTAINMENT GROUP LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 8078)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Emperor Entertainment
Group Limited (the “Company”) will be held at Regal Hongkong Hotel, 3/F., Victoria Room 3,
88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 30th August, 2007 at 12:00 noon
for the following purposes:
1. To consider and adopt the audited consolidated financial statements and the reports of
the directors and auditors for the year ended 31st March, 2007.
2. To re-elect retiring directors and to fix directors’ remuneration and to grant power to the
board of directors to appoint additional director(s).
3. To re-appoint Deloitte Touche Tohmatsu as Auditors and to authorise the board of directors
to fix their remuneration.
4. As special business, to consider and, if thought fit, pass the following resolutions as
ordinary resolutions:
(A) “THAT
(i) subject to sub-paragraph (ii) of this resolution, the exercise by the directors
of the Company during the Relevant Period of all the powers of the Company
to allot and issue additional shares in the capital of the Company and to make
or grant offers, agreements and options which might require the exercise of
such powers either during or after the Relevant Period, be and is hereby
generally and unconditionally approved;
(ii) the aggregate nominal amount of share capital allotted or agreed conditionally
or unconditionally to be allotted (whether pursuant to an option or otherwise)
by the directors of the Company pursuant to the approval in sub-paragraph (i)
of this resolution, otherwise than pursuant to a Rights Issue or the exercise of
subscription or conversion rights under any warrants of the Company or any
securities which are convertible into shares of the Company or any share
option scheme, shall not exceed twenty per cent. of the nominal amount of
the issued share capital of the Company on the date of this resolution and this
approval shall be limited accordingly; and
for identification purposes only
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(iii) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until
whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting
of the Company is required by the Bye-laws of the Company or any
applicable laws to be held; and
(c) the date on which the authority sets out in this resolution is revoked or
varied by an ordinary resolution in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the directors
to holders of shares on the register on a fixed record date in proportion to
their then holdings of such shares (subject to such exclusions or other
arrangements as the directors may deem necessary or expedient in relation to
fractional entitlements or having regard to any restrictions or obligations
under the laws of, or the requirements of, any recognised regulatory body or
any stock exchange in any territory outside Hong Kong).”
(B) “THAT
(i) subject to sub-paragraph (ii) of this resolution, the exercise by the directors
during the Relevant Period of all the powers of the Company to repurchase
issued shares in the capital of the Company, subject to and in accordance with
all applicable laws and the Bye-laws of the Company, be and is hereby
generally and unconditionally approved;
(ii) the aggregate nominal amount of the share capital which the Company is
authorised to repurchase pursuant to the approval in sub-paragraph (i) of this
resolution shall not exceed ten per cent. of the aggregate nominal amount of
the share capital of the Company in issue on the date of this resolution and
the said approval shall be limited accordingly; and
(iii) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until
whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting
of the Company is required by the Bye-laws of the Company or any
applicable laws to be held; and
(c) the date on which the authority sets out in this resolution is revoked or
varied by an ordinary resolution in general meeting.”
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(C) “THAT conditional upon resolution no. 4(B) above being passed, the aggregate
nominal amount of the number of shares in the capital of the Company which are
repurchased by the Company under the authority granted to the directors as
mentioned in resolution no. 4(B) above shall be added to the aggregate nominal
amount of share capital that may be allotted or agreed conditionally or
unconditionally to be allotted by the directors of the Company pursuant to resolution
no. 4(A) above.”
By Order of the Board
Mok Fung Lin, Ivy
Company Secretary
Hong Kong, 29th June, 2007
Registered Office: Principal Office:
Clarendon House 28th Floor
2 Church Street Emperor Group Centre
Hamilton HM11 288 Hennessy Road
Bermuda Wanchai
Hong Kong
Notes:
(i) A member entitled to attend and vote at the meeting convened by the above notice is entitled to
appoint one or more proxies (if a member who is the holder of two or more shares) to attend and
vote in his stead. A proxy need not be a member of the Company.
(ii) In order to be valid, the form of proxy must be deposited at the principal office of the Company
at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong together with a
power of attorney or other authority, if any, under which it is signed or a certified copy of that
power of attorney, not less than 48 hours before the time for holding the meeting or adjourned
meeting.
(iii) Completion and delivery of the form of proxy will not preclude a member from attending and
voting in person at the meeting if the member so desires and in such event, the instrument
appointing a proxy shall be deemed to be revoked.
NOTICE OF ANNUAL GENERAL MEETING |
