THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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 Hotel 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 Hotel Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 296)
RE-ELECTION OF DIRECTORS
AND
RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES
AND
REPURCHASE OF SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Emperor Entertainment Hotel Limited to be held at
Novotel Century Hong Kong Hotel, Plaza I-III, Lower Lobby, 238 Jaffe Road, Wanchai, Hong Kong on
Thursday, 20th September, 2007 at 11:30 a.m. is set out on pages 12 to 14 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.
for identification purposes onl
CONTENTS
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES . . . . 2
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RIGHTS 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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 Novotel
Century Hong Kong Hotel, Plaza I-III, Lower Lobby, 238 Jaffe
Road, Wanchai, Hong Kong on Thursday, 20th September, 2007
at 11:30 a.m.
“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
“Company” Emperor Entertainment Hotel Limited, a company incorporated in
Bermuda with limited liability, the shares of which are listed on
the Stock Exchange
“Director(s)” the director(s) of the Company
“GEM” the Growth Enterprise Market of the Stock Exchange
“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 July, 2007, being the latest practicable date prior to the printing
of this circular for ascertaining certain information in this circular
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange
“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
5(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$0.0001 each in the capital of the Company
“Shareholder(s)” holder(s) of the Share(s)
“Stock Exchange”
1
LETTER FROM THE BOARD
Emperor Entertainment Hotel Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 296)
Directors: Registered office:
Luk Siu Man, Semon
5S
(Chairperson) Clarendon House,
Wong Chi Fai Church Street,
Fan Man Seung, Vanessa Hamilton HM11,
Mok Fung Lin, Ivy Bermuda
Chan Sim Ling, Irene5Z5Z
Chan Wiling, Yvonne5Z5Z Principal Office:
Wan Choi Ha5Z5Z 28th Floor,
Emperor Group Centre,
5S
Non-executive Director 288 Hennessy Road,
5Z5Z Independent Non-executive Directors Wanchai,
Hong Kong
31st July, 2007
To the Shareholders
Dear Sir/Madam,
RE-ELECTION OF DIRECTORS
AND
RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES
AND
REPURCHASE OF 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 and (iii) to extend the general mandate to issue new Shares by adding to
it the number of Shares repurchased.
for identification purposes only
2
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
In accordance with Bye-law 87(1) of the Company’s Bye-laws, all Directors would retire at the
AGM and, all being eligible, would offer themselves for re-election.
Details of the Directors who offer themselves for re-election at the AGM that are required to be
disclosed under the Listing Rules are set out in Appendix I to this circular.
Each of Ms. Chan Sim Ling, Irene, Ms. Chan Wiling, Yvonne and Ms. Wan Choi Ha, all being
Independent Non-executive Directors of the Company, has made an annual confirmation of independence
pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that they are independent in
accordance with the terms of the guidelines.
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 in Hong Kong at 28th Floor,
Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong within the period from Wednesday,
1st August, 2007 to Tuesday, 7th 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 13.51(2)
of the 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. 185,754,396 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 5(A) and 5(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 5(C) at the AGM. With
reference to these resolutions, the Company do not have any immediate plan to repurchase any Shares or
to issue any new Shares pursuant to the relevant mandates.
An explanatory statement containing the particulars required by the 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.
3
LETTER FROM THE BOARD
ANNUAL GENERAL MEETING
The notice convening the AGM is set out on pages 12 to 14 of this circular. Resolutions in respect
of the 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.
RIGHTS AND PROCEDURES TO DEMAND POLL
Pursuant to the Bye-laws of the Company, 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.
RECOMMENDATION
The Directors are of the opinion that the proposed ordinary resolutions for the 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)
to this circular.
By Order of the Board
Emperor Entertainment Hotel Limited
Luk Siu Man, Semon
Chairperson
5
APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
The following are the particulars of the Directors (as required by the Listing Rules) proposed to be
re-elected at the AGM:
1. Ms. Luk Siu Man, Semon, aged 51, joined the Company in March, 2000. She graduated
from The University of Toronto with a Bachelor’s Degree in Commerce. She has worked in
the banking industry for almost 10 years. Ms. Luk is currently chairperson of Emperor
International Holdings Limited and Emperor Entertainment Group Limited, the shares of
which are listed on the Main Board and the GEM of the Stock Exchange respectively. Other
than the aforesaid directorship, she did not hold directorship in other listed public companies
in the last three years.
There is no service agreement entered into between Ms. Luk and the Company in respect of
her directorship. Pursuant to Bye-law 87(1) of the Bye-Law of the Company, all Directors
for the time being shall retire from office at the AGM. Ms. Luk agrees to provide her
service free of any director’s emolument. As at the Latest Practicable Date, Ms. Luk had a
family interest in 323,391,555 Shares, representing 34.82% of the issued share capital of the
Company within the meaning of Part XV of the SFO. The aforesaid Shares were indirectly
held by The Albert Yeung Discretionary Trust of which Mr. Yeung Sau Shing, Albert,
spouse of Ms. Luk, was the founder. Save as disclosed herein, Ms. Luk is not connected
with any director, senior management or substantial or controlling shareholder of the
Company, nor does she have any other interest in the Shares 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. Luk that is required to be disclosed
pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or any other matters
that need to be brought to the attention of the Shareholders.
2. Mr. Wong Chi Fai, aged 51, joined the Company since 1991. 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 businesses from manufacturing to property investment and
development. He is also the joint managing director of Emperor International Holdings
Limited and a director of Emperor Entertainment Group Limited, the shares of which are
listed on the Main Board and the GEM of the Stock Exchange respectively. Other than the
aforesaid directorship, he did not hold directorship in other listed public companies in the
last three years.
There is no service agreement entered into between Mr. Wong and the Company in respect
of his directorship. Pursuant to Bye-law 87(1) of the Bye-laws of the Company, all Directors
for the time being shall retire from office at the AGM. The Director’s emolument of Mr.
Wong for the year 2006-2007 was HK$100,000 which was determined by the Board with
reference to the responsibility undertaken by him as director of the Company. Mr. Wong is
also entitled to salary, discretionary bonus and retirement scheme contribution. Mr. Wong
is not connected with any director, senior management or substantial or controlling
shareholder of the Company, nor does he have any interest in the shares of the Company
within the meaning of Part XV of the SFO as at the Latest Practicable Date other than the
5,000,000 option shares granted by the Company. The Board is not aware of any matter in
6
APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
relation to the proposed re-election of Mr. Wong that is required to be disclosed pursuant to
paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or any other matters that need to
be brought to the attention of the Shareholders.
3. Ms. Fan Man Seung, Vanessa, aged 44, joined the Company in 1991. 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 a director of Emperor Entertainment Group Limited, the shares of which are
listed on the Main Board and the GEM of the Stock Exchange respectively. Other than the
aforesaid directorship, she did not hold directorship in other listed public companies in the
last three years.
There is no service agreement entered into between Ms. Fan and the Company in respect of
her directorship. Pursuant to Bye-law 87(1) of the Bye-Law of the Company, all Directors
for the time being shall retire from office at the AGM. The Director’s emolument for the
year 2006-2007 of Ms. Fan was HK$100,000 which was determined by the Board with
reference to the responsibility undertaken by her as director of the Company. Ms. Fan is
also entitled to salary, discretionary bonus and retirement scheme contribution. Ms. Fan is
not connected with any director, senior management or substantial or controlling shareholder
of the Company, nor does she have any interest in the shares of the Company within the
meaning of Part XV of the SFO as at the Latest Practicable Date other than the 5,000,000
option shares granted by the Company. 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 13.51(2) of the Listing Rules or any other matters that need to be brought
to the attention of the Shareholders.
4. Ms. Mok Fung Lin, Ivy, aged 42, joined the Company in 1993 as Legal Consultant and was
appointed executive director of the Company in February 2000. She is a lawyer by profession
in Hong Kong and the United Kingdom, and holds a Master’s Degree in Business
Administration. She is also a director of Emperor International Holdings Limited, the shares
of which 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.
There is no service agreement entered into between Ms. Mok and the Company in respect of
her directorship. Pursuant to Bye-law 87(1) of the Bye-Law of the Company, all Directors
for the time being shall retire from office at the AGM. The director’s fee for the year 2006-
2007 of Ms. Mok was HK$100,000 which was determined by the Board with reference to
the responsibility undertaken by her as director of the Company. Ms. Mok is also entitled to
salary, discretionary bonus and retirement scheme contribution. Ms. Mok is not connected
with any director, senior management or substantial or controlling shareholder of the
Company, nor does she have any interest in the shares 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. Mok that is required to be disclosed
pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or any other matters
that need to be brought to the attention of the Shareholders.
7
APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
5. Ms. Chan Sim Ling, Irene, aged 44, joined the Company as an Independent Non-executive
Director of the Company in May 1998. She graduated from The University of Hong Kong
with a Bachelor’s Degree in Laws in 1985. She did not hold directorship in other listed
public companies in the last three years.
There is no service agreement entered into between Ms. Chan and the Company in respect
of her directorship. Pursuant to Bye-law 87(1) of the Bye-Law of the Company, all Directors
for the time being shall retire from office at the AGM. Ms. Chan was entitled to a director’s
fee for the year 2006-2007 of HK$100,000. The Shareholders of the Company approved the
Director’s fee to be determined by the Board at the annual general meeting held in 2006.
Ms. Chan is not connected with any director, senior management or substantial or controlling
shareholder of the Company, nor does she have any interest in the shares 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. Chan that is required
to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or
any other matters that need to be brought to the attention of the Shareholders.
6. Ms. Chan Wiling, Yvonne, aged 42, joined the Company as an Independent Non-executive
Director of the Company in September 2004. She graduated from the Hong Kong Polytechnic
University in 1987 majoring in accountancy. She obtained a Master’s Degree in business
administration from Heriot-Watt University in Scotland in 1996. She is a fellow member of
the Association of Chartered Certified Accountants and an associate of the Hong Kong
Institute of Certified Public Accountants. She has about twenty years’ of experience in
accounting, auditing and information security fields and previously worked in two
international accounting firms, Touche Ross & Co. and Ernst & Young. She did not hold
directorship in other listed public companies in the last three years.
There is no service agreement entered into between Ms. Chan and the Company in respect
of her directorship. Pursuant to Bye-law 87(1) of the Bye-Law of the Company, all Directors
for the time being shall retire from office at the AGM. Ms. Chan was entitled to a director’s
fee of HK$100,000 for the year 2006-2007. The Shareholders of the Company approved the
Director’s fee to be determined by the Board at the annual general meeting held in 2006.
Ms. Chan is not connected with any director, senior management or substantial or controlling
shareholder of the Company, nor does she have any interest in the shares 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. Chan that is required
to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or
any other matters that need to be brought to the attention of the Shareholders.
8
APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
7. Ms. Wan Choi Ha, aged 39, joined the Company as Independent Non-Executive Director in
February, 2006. Ms. Wan is a solicitor qualified in Hong Kong. She holds a Bachelor’s
Degree in laws from The University of Hong Kong. Ms. Wan has been practicing in Hong
Kong for more than 10 years and is a principal partner of a law firm. She had served but
have resigned as non-executive director of C Y Foundation Group Limited and Oriental
Investment Corporation Limited within the last three years. Other than the aforesaid
directorship, Ms. Wan did not hold directorship in other listed public companies in the last
three years.
There is no service agreement entered into between Ms. Wan and the Company in respect of
her directorship. Pursuant to Bye-law 87(1) of the Bye-law of the Company, all Directors
for the time being shall retire from office at the AGM. Ms. Wan was entitled to a director’s
fee for the year 2006-2007 of HK$100,000. The Shareholders of the Company approved the
director’s fee to be determined by the Board at the annual general meeting held in 2006.
Ms. Wan is not connected with any director, senior management or substantial or controlling
shareholder of the Company, nor does she have any interest in the shares 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. Wan that is required
to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or
any other matters that need to be brought to the attention of the Shareholders.
9
APPENDIX II EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE
LISTING RULES
The Listing Rules permit a company with a primary listing on the Stock Exchange to repurchase
its own securities on the Stock Exchange subject to certain restrictions, the most important of which are
summarized below:
(i) Shareholders’ approval
All proposed repurchases of securities by a company with a primary listing on the Stock
Exchange 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 the Stock Exchange.
EXERCISE OF THE REPURCHASE MANDATE
As at the Latest Practicable Date, the issued and fully paid up share capital of the Company
comprised of 928,771,980 Shares. Subject to the passing of the Repurchase Resolution 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 92,877,198 Shares (representing
10% of the total issued share capital of the Company) 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.
10
APPENDIX II EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE
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 the Stock Exchange 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.
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.
SHARE PRICE
The highest and lowest prices at which the shares of the Company traded on the Stock Exchange
during each of the previous twelve months up to Latest Practicable Date were as follows:
Price per Shares
Highest Lowest
HK$ HK$
2006
July 2.025 1.670
August 1.900 1.760
September 1.830 1.450
October 1.600 1.380
November 1.510 1.360
December 1.860 1.430
2007
January 1.890 1.580
February 1.890 1.530
March 1.620 1.390
April 1.700 1.450
May 2.00 1.490
June 1.840 1.630
1st July – 25th July 2.200 1.770
11
APPENDIX II EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE
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 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.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company,
Emperor International Holdings Limited (“Emperor”) held 323,391,555 Shares through its subsidiary,
Worthly Strong Investment Limited, representing 34.82% 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 Emperor in the Company would
be increased to approximately 38.69% of the issued share capital of the Company. The Directors consider
that such an increase would give rise to an obligation on the part of Emperor to make a mandatory offer
under Rule 26 of the Takeovers Code.
The Directors will exercise the powers conferred by the Repurchase Mandate to repurchase Shares
in circumstances which they deemed appropriate for the benefits of the Company and the Shareholders as
a whole. However, the Directors have no present intention to exercise the Repurchase Mandate to the
extent that the number of Shares in public hands that would fall below the prescribed minimum percentage
of 25% of the total issued share capital of the Company.
DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge and belief having made all reasonable
enquiries, any of their associates has any present intention, in the event that the Repurchase Mandate is
approved by the Shareholders, to sell Shares to the Company.
No connected persons of the Company (as defined in Listing Rules) have notified the Company
that they have a present intention to sell any Shares (in issue or to be issued) to the Company nor have
they undertaken not to sell any of the Shares held by them (in issue or to be issued to them) to the
Company in the event that the Repurchase Mandate is approved by the Shareholders.
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
Stock Exchange or otherwise) during the past six months prior to the Latest Practicable Date.
12
NOTICE OF ANNUAL GENERAL MEETING
Emperor Entertainment Hotel Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 296)
NOTICE IS HEREBY GIVEN that the annual general meeting of Emperor Entertainment Hotel
Limited (the “Company”) will be held at Novotel Century Hong Kong Hotel, Plaza I-III, Lower Lobby,
238 Jaffe Road, Wanchai, Hong Kong on Thursday, 20th September, 2007 at 11:30 a.m. 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 declare final dividend for the year ended 31st March, 2007.
3. To re-elect retiring directors, to fix directors’ remuneration and to grant power to the board
of directors to appoint additional director(s).
4. To re-appoint Deloitte Touche Tohmatsu as auditors and to authorise the board of directors
to fix their remuneration.
5. 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
13
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 of
the Company 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;
14
NOTICE OF ANNUAL GENERAL MEETING
(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.”
(C) “THAT conditional upon resolution no. 5(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. 5(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. 5(A) above.”
By Order of the Board
Mok Fung Lin, Ivy
Company Secretary
Hong Kong, 31st July, 2007
Registered Office: Principal Office:
Clarendon House 28th Floor
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 a proxy in respect
of the whole or any part of his holding of 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.
