THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This circular, for which the directors of Emperor Entertainment Group Limited collectively and individually accept
full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on
the Growth Enterprise Market of The Directors, having made all reasonable enquiries, confirm
that, to the best of their knowledge and belief: (1) the information contained in this circular 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 circular misleading; and (3) all opinions expressed in this circular have been arrived at
after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your
stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your shares in Emperor Entertainment Group Limited, you should at once hand
this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other
agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
EMPEROR ENTERTAINMENT GROUP LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 8078)
RE-ELECTION OF DIRECTORS AND
GENERAL MANDATES TO ISSUE NEW SHARES AND
REPURCHASE SHARES AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Emperor Entertainment Group Limited to 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 is set out on pages 11 to 13 of this circular. If you are unable to attend the meeting in person,
please complete and return the accompanying form of proxy in accordance with the instructions printed thereon and
return it to the Company’s principal office in Hong Kong at 28th Floor, Emperor Group Centre, 288 Hennessy Road,
Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for
holding the meeting. Completion and return of the form of proxy will not preclude you from attending and voting in
person at the meeting should you so wish.
This circular will remain on the GEM website www.hkgem.com on the “Latest Company Announcement” page for at
least 7 days from the date of its posting.
for identification purposes onl
CONTENTS
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES . . . . 2
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
RIGHT AND PROCEDURES TO DEMAND POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
APPENDIX I – DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED . . . . . . 5
APPENDIX II – EXPLANATORY STATEMENT TO THE REPURCHASE
MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DEFINITIONS
i
In this circular, unless the context otherwise requires, the following expressions shall have the
following meanings:
“AGM” the annual general meeting of the Company to 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
“Annual Report” the audited consolidated financial statements and the reports of
the Directors and Auditors of the Company for the year ended
31st March, 2007
“Board” the board of Directors of the Company
“Bye-laws” the Bye-laws of the Company as may be amended from time to
time
“Company” Emperor Entertainment Group Limited, a company incorporated
in Bermuda with limited liability, the shares of which are listed
on the GEM
“Director(s)” the director(s) of the Company
“GEM” the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM
“Hong Kong” The Hong Kong Special Administrative Region of the People’s
Republic of China
“Issue Mandate” a general mandate proposed to be granted to the Directors to
allot, issue and deal with new Shares not exceeding 20% of the
aggregate nominal amount of the share capital of the Company as
at the date of the resolution approving such mandate
“Latest Practicable Date” 25th June, 2007, being the latest practicable date prior to the printing
of this circular for ascertaining certain information in this circular
“Repurchase Mandate” a general mandate proposed to be granted to the Directors to
repurchase Shares not exceeding 10% of the aggregate nominal
amount of the share capital of the Company as at the date of the
resolution approving such mandate
“Repurchase Resolution” the proposed ordinary resolution as referred to in resolution number
4(B) of the notice of the AGM
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong)
DEFINITIONS
ii
“Share(s)” share(s) of HK$0.01 each in the capital of the Company
“Shareholder(s)” holder(s) of the Share(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Surplus Way” Surplus Way Profits Limited, the entire issued share capital of
which was held by Jumbo Wealth Limited on trust for The A&A
Unit Trust, a unit trust under The Albert Yeung Discretionary
Trust, a discretionary trust set up by Mr. Yeung Sau Shing, Albert,
spouse of Ms. Luk Siu Man, Semon, a director and chairperson of
the Company
“Takeovers Code” the Hong Kong Code on Takeovers and Mergers
“HK$” Hong Kong dollars
“&#%8221; per cent.
1
LETTER FROM THE BOARD
EMPEROR ENTERTAINMENT GROUP LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 8078)
Directors: Registered office:
Luk Siu Man, Semon
#
(Chairperson) Clarendon House,
Ng Sui Wan alias Ng Yu 2 Church Street,
Wong Chi Fai Hamilton HM11,
Fan Man Seung, Vanessa Bermuda
Wong Ching Yue
##
Chu Kar Wing
##
Principal Office:
Wong Tak Ming, Gary
##
28th Floor,
Emperor Group Centre,
#
Non-executive Director 288 Hennessy Road,
##
Independent non-executive Directors Wanchai,
Hong Kong
29th June, 2007
To the Shareholders
Dear Sir/Madam,
RE-ELECTION OF DIRECTORS AND
GENERAL MANDATES TO ISSUE NEW SHARES AND
REPURCHASE SHARES AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding certain resolutions to be
proposed at the AGM relating to (i) the re-election of Directors who are due to retire at the AGM; and (ii)
the general mandates to be given to the Directors to exercise all the powers to issue new Shares and to
repurchase fully paid up Shares.
RE-ELECTION OF DIRECTORS
In accordance with Bye-laws 87(1) and 87(2) of the Company’s Bye-laws, Mr. Wong Chi Fai, Ms.
Fan Man Seung, Vanessa and Mr. Chu Kar Wing shall retire at the AGM, and being eligible, offer themselves
for re-election.
for identification purposes only
2
LETTER FROM THE BOARD
Details of the above Directors who offer themselves for re-election at the AGM that are required to
be disclosed under the GEM Listing Rules are set out in Appendix I to this circular.
Each of Mr. Wong Ching Yue, Mr. Chu Kar Wing and Mr. Wong Tak Ming, Gary, all being
Independent Non-executive Directors of the Company, has made an annual confirmation of independence
pursuant to Rule 5.09 of the GEM Listing Rules. The Company is of the view that they are independent
in accordance with the terms of the independence guidelines under Rule 5.09 of the GEM Listing Rules.
Any Shareholder who wishes to nominate a person to stand for election as a Director of the
Company at the AGM must lodge with the Company at its principal office at 28th Floor, Emperor Group
Centre, 288 Hennessy Road, Wanchai, Hong Kong within the period from Friday, 27th July, 2007 to
Friday, 3rd August, 2007, both days inclusive (i) his written nomination of the candidate; (ii) written
confirmation from such nominated candidate of his willingness to be elected as Director; and (iii) the
biographical details of such nominated candidate as required under Rule 17.50(2) of the GEM Listing
Rules.
GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES
At the AGM, ordinary resolutions will be proposed that the Directors be given (i) the Issue
Mandate to allot, issue and deal with the Shares of not exceeding 20% of the aggregate nominal amount
of share capital of the Company (i.e. 52,000,000 Shares as at the Latest Practicable Date) and (ii) the
Repurchase Mandate to repurchase fully paid up Shares of not exceeding 10% of the aggregate nominal
amount of the share capital of the Company as at the date of the resolutions. Such resolutions are as set
out in Resolutions 4(A) and 4(B) in the notice of the AGM respectively. In addition, a resolution will
also be proposed to extend the Issue Mandate by adding to it the number of Shares repurchased by the
Company pursuant to the Repurchase Mandate to be proposed as Resolution 4(C) at the AGM.
An explanatory statement containing the particulars required by the GEM Listing Rules to enable
the Shareholders to make an informed decision on whether to vote for or against the proposed Repurchase
Resolution is set out in Appendix II to this circular.
ANNUAL GENERAL MEETING
The notice convening the AGM is set out on pages 11 to 13 of this circular. Resolutions in respect
of the proposed re-election of Directors, the Issue Mandate, the Repurchase Mandate and the extension
of the Issue Mandate will be proposed at the AGM.
A form of proxy for the AGM is enclosed with this circular. If you are unable to attend the AGM
in person, you are requested to complete the form of proxy in accordance with the instructions printed
thereon and return it to the Company’s principal office in Hong Kong at 28th Floor, Emperor Group
Centre, 288 Hennessy Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48
hours before the time appointed for holding the AGM. Completion and return of the form of proxy will
not preclude you from attending and voting at the AGM in person should you so wish.
3
LETTER FROM THE BOARD
RIGHT AND PROCEDURES TO DEMAND POLL
Bye-laws 66 and 67 set out the right and procedures under which a poll may be demanded.
At any general meeting, a resolution put to the vote of a meeting shall be decided on a show of
hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any
other demand for a poll) a poll is demanded:
(a) by the chairman of such meeting; or
(b) by at least three members present in person (or in the case of a member being a corporation
by its duly authorised representative) or by proxy for the time being entitled to vote at the
meeting; or
(c) by a member or members present in person (or in the case of a member being a corporation
by its duly authorised representative) or by proxy and representing not less than one-tenth
of the total voting rights of all members having the right to vote at the meeting; or
(d) by a member or members present in person (or in the case of a member being a corporation
by its duly authorised representative) or by proxy and holding shares in the Company
conferring a right to vote at the meeting being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that
right.
A demand by a person as proxy for a member or in the case of a member being a corporation by its
duly authorised representative shall be deemed to be the same as a demand by a member.
Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman
that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a
particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be
conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or
against the resolution.
RECOMMENDATION
The Directors are of the opinion that the proposed ordinary resolutions for the proposed re-
election of Directors, the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate
are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors
recommend all the Shareholders to vote in favour of all relevant resolutions to be proposed at the AGM.
4
LETTER FROM THE BOARD
GENERAL INFORMATION
Your attention is also drawn to the additional information set out in Appendix I (Details of
Directors proposed to be re-elected) and Appendix II (Explanatory Statement to the Repurchase Mandate).
By Order of the Board
Emperor Entertainment Group Limited
Luk Siu Man, Semon
Chairperson
5
APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
The following are the particulars of the three Directors (as required by the GEM Listing Rules)
proposed to be re-elected at the AGM of the Company:
Mr. Wong Chi Fai
Executive Director
Mr. Wong, aged 51, has joined the Company since January 1994. He is an associate of the Hong
Kong Institute of Certified Public Accountants and a fellow of the Association of Chartered Certified
Accountants. He has over 20 years’ experience in finance and management spanning a diverse range of
business from manufacturing to property investment and development. He is also the joint managing
director of Emperor International Holdings Limited and an executive director of Emperor Entertainment
Hotel Limited, the shares of both companies are listed on the Main Board of the Stock Exchange. Other
than the aforesaid directorship, he did not hold directorship in other listed public companies in the last
three years.
Mr. Wong entered into a service agreement with the Company for an initial term of two years
commencing from 30 November 2000, and will continue thereafter until terminated by not less than three
months’ notice in writing served by either party on the other. He shall be entitled to an annual director’s
fee of HK$100,000 to be determined by the Board of the Company. Mr. Wong is not connected with any
directors, senior management, management or substantial or controlling shareholders of the Company.
Other than the 10,000,000 share options granted to Mr. Wong by Emperor International Holdings Limited,
an associated company of the Company, Mr. Wong does not have any interests in the securities of the
Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. The Board is not
aware of any matter in relation to the proposed re-election of Mr. Wong that is required to be disclosed
pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules or any other matter that
needs to be brought to the attention of the Shareholders.
Ms. Fan Man Seung, Vanessa
Executive Director
Ms. Fan, aged 44, has joined the Company since January 1994. She is a lawyer by profession in
Hong Kong and a registered accountant. She also holds a Master’s Degree in Business Administration.
She is the joint managing director of Emperor International Holdings Limited and an executive director
of Emperor Entertainment Hotel Limited, the shares of both companies are listed on the Main Board of
the Stock Exchange. Other than the aforesaid directorship, she did not hold directorship in other listed
public companies in the last three years.
Ms. Fan entered into a service agreement with the Company for an initial term of two years
commencing from 30 November 2000, and will continue thereafter until terminated by not less than three
months’ notice in writing served by either party on the other. She shall be entitled to an annual director’s
fee of HK$100,000 to be determined by the Board of the Company. Ms. Fan is not connected with any
directors, senior management, management or substantial or controlling shareholders of the Company.
Other than the 10,000,000 share options granted by Emperor International Holdings Limited, an associated
company of the Company, Ms. Fan does not have any interests in the securities of the Company within
the meaning of Part XV of the SFO as at the Latest Practicable Date. The Board is not aware of any
matter in relation to the proposed re-election of Ms. Fan that is required to be disclosed pursuant to
paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules or any other matter that needs to be
brought to the attention of the Shareholders.
6
APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Chu Kar Wing
Independent Non-executive Director
Mr. Chu, aged 50, has joined the Company since September 2004. Mr. Chu holds a Bachelor’s
Degree in Social Science majoring in Economics. He has extensive experience in the banking and finance
sector for several well-known corporations. He is also an independent non-executive director of Oriental
Investment Corporation Limited, the shares of which are listed on the Main Board of the Stock Exchange
and New Chinese Medicine Holdings Limited, the shares of which are listed on GEM of the Stock
Exchange. Mr. Chu was also an independent non-executive director of C Y Foundation Group Limited, a
Main Board listed company, until 9 May 2007. Other than the aforesaid directorship, he did not hold
directorship in other listed public companies in the last three years.
A service contract was entered into between Mr. Chu and the Company for a term of two years
commencing from 30 September 2004, with all the terms being renewed automatically for successive
terms of one year commencing from the date next after the expiry of the then current terms, unless
terminated by not less than three months’ notice in writing served by either party. He shall be entitled to
an annual director’s fee of HK$100,000 to be determined by the Board of the Company. Mr. Chu is not
connected with any directors, senior management, management or substantial or controlling shareholders
of the Company, nor does he have any interests in the securities of the Company within the meaning of
Part XV of the SFO as at the Latest Practicable Date. The Board is not aware of any matter in relation to
the proposed re-election of Mr. Chu that is required to be disclosed pursuant to paragraphs (h) to (v) of
Rule 17.50(2) of the GEM Listing Rules or any other matter that needs to be brought to the attention of
the Shareholders.
7
APPENDIX II EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE
GEM LISTING RULES
The GEM Listing Rules permit a company with a listing on GEM to repurchase its own securities
on GEM subject to certain restrictions, the most important of which are summarised below:
(i) Shareholders’ approval
All proposed repurchases of securities by a company with a listing on GEM must be approved
in advance by an ordinary resolution, either by way of general mandate or by specific approval of
a particular transaction.
(ii) Source of funds
Repurchases must be funded out of funds legally available for the purpose in accordance
with a company’s constitutive documents and the laws of the jurisdiction in which the company is
incorporated or otherwise established.
(iii) Maximum number of shares to be repurchased
A maximum of 10 percent of the outstanding fully paid share capital at the date of passing
the Repurchase Resolution may be repurchased by the Company on GEM.
(iv) Suspension of repurchase
A company shall not repurchase its own securities after a price-sensitive development has
occurred or has been the subject of a decision until the price-sensitive information is made publicly
available. In particular, during the period of one month immediately preceding either the preliminary
announcement of a company’s annual results or the publication of the company’s half-yearly
report or quarterly report, a company may not repurchase its securities on GEM unless the
circumstances are exceptional. In addition, the Stock Exchange may prohibit repurchase of securities
on GEM if a company has breached the GEM Listing Rules.
(v) Connected parties
A company is prohibited from knowingly repurchasing securities on GEM from a “connected
person” (as defined in the GEM Listing Rules), which includes a director, chief executive, substantial
shareholder or management shareholder of the company or an associate (as defined in the GEM
Listing Rules) of any of them, and a connected person is prohibited from knowingly selling his
securities to the company.
As at the Latest Practicable Date and to the best knowledge of the Directors having made all
reasonable enquiries, none of the Directors or their respective associates (as defined in the GEM
Listing Rules) has a present intention, in the event that the Repurchase Mandate is approved by the
Shareholders, to sell his Shares to the Company.
No connected persons (as defined in the GEM Listing Rules) have notified the Company
that they have a present intention to sell Shares to the Company, or have undertaken not to do so, if
the Company is authorised to make repurchase of Shares when the Repurchase Mandate is approved
by the Shareholders.
8
APPENDIX II EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE
EXERCISE OF THE REPURCHASE MANDATE
As at the Latest Practicable Date, the issued and fully paid up share capital of the Company
comprised of 260,000,000 Shares. Subject to the passing of the resolution approving the Repurchase
Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the
AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of
26,000,000 Shares during the period from the date of the AGM up to:
(i) the conclusion of next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company
is required by the Bye-laws or any applicable laws of Bermuda to be held; or
(iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of
the Shareholders in general meeting of the Company, whichever occurs first.
REASONS FOR THE REPURCHASE OF SECURITIES
The Directors believe that it is in the best interests of the Company and its Shareholders for the
Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares
in the market. Repurchase of Shares will only be made when the Directors believe that such repurchase
will benefit the Company and the Shareholders. Such repurchase may, depending on market conditions
and funding arrangements at the time, lead to an enhancement of the net asset value and/or the earnings
per share of the Company.
FUNDING OF REPURCHASE
Any repurchase will only be funded out of funds of the Company legally available for the purposes
in accordance with its memorandum of association and Bye-laws and the applicable laws of Bermuda.
The Company will not purchase securities on GEM for a consideration other than cash or for settlement
otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
GENERAL
There might be a material adverse impact on the working capital or gearing position of the
Company (as compared with the position disclosed in its latest published audited accounts contained in
the Annual Report for the year ended 31st March, 2007) in the event that the proposed Repurchase
Mandate, if so approved, were to be exercised in full at any time during the proposed repurchase period.
However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in
the circumstances, have a material adverse effect on the working capital requirements of the Company or
the gearing levels which in the opinion of the Directors are from time to time appropriate for the
Company.
9
APPENDIX II EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE
SHARE PRICE
The highest and lowest prices at which the shares of the Company traded on GEM during each of
the previous twelve months up to the Latest Practicable Date were as follows:
Price per Shares
Highest Lowest
HK$ HK$
2006
June 0.93 0.62
July 0.85 0.80
August 1.12 0.81
September 1.07 0.93
October 1.02 0.87
November 1.00 0.83
December 0.93 0.80
2007
January 0.93 0.81
February 0.89 0.82
March 0.90 0.80
April 0.87 0.80
May 1.38 0.85
1st June – 25th June 1.35 1.00
UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to
make repurchase of Shares pursuant to the proposed Repurchase Mandate in accordance with the GEM
Listing Rules and all applicable laws of Bermuda.
EFFECT OF TAKEOVERS CODE
If as a result of a share repurchase by the Company, a shareholder’s proportionate interest in the
voting rights of the Company increases, such increase will be treated as an acquisition of voting rights
for the purpose of the Takeovers Code. Accordingly, a shareholder, or group of shareholders acting in
concert, could obtain or consolidate control of the Company and become obliged to make a mandatory
offer in accordance with Rule 26 of the Takeovers Code.
10
APPENDIX II EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Surplus
Way held 203,054,000 Shares, representing 78.09% of the issued share capital of the Company, is a
substantial Shareholder holding more than 10% of the issued share capital of the Company. In the event
that the Directors exercise in full the power to repurchase Shares which was proposed to be granted
pursuant to the Repurchase Resolution, assuming no further Shares will be issued or repurchased between
the Latest Practicable Date and the AGM, the shareholding of Surplus Way in the Company would be
increased to approximately 86.78% of the issued share capital of the Company. The Directors consider
that such an increase would not give rise to an obligation on the part of Surplus Way to make a
mandatory offer under Rule 26 of the Takeovers Code.
However, it would result in the number of Shares which are in the hands of the public falling
below the minimum prescribed percentage of 20% for the Company as prescribed under Rule 11.23 of
the GEM Listing Rules. The Directors do not intend to exercise the power to repurchase Shares to an
extent that would lead to insufficient public float of the Company.
REPURCHASES OF SHARES MADE BY THE COMPANY
No repurchase of Shares has been made by the Company or any of its subsidiaries (whether on the
GEM or otherwise) during the past six months prior to the Latest Practicable Date.
11
NOTICE OF ANNUAL GENERAL MEETING
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
12
NOTICE OF ANNUAL GENERAL MEETING
(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
13
NOTICE OF ANNUAL GENERAL MEETING
(c) the date on which the authority sets out in this resolution is revoked or
varied by an ordinary resolution in general meeting.”
(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.
