(incorporated in Bermuda with limited liability)
(Stock code: 173)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of K. Wah International Holdings
Limited (‘‘Company’’) will be held at Conrad Hong Kong, Chatham Room, Level 7, Pacific Place, 88
Queensway, Hong Kong at 11:00 a.m. on Wednesday, 21 November, 2007 for the purpose of
considering and, if thought fit, passing the following resolution (with or without amendment) which
will be proposed as an ordinary resolution:
‘‘THAT the agreement (the ‘‘Share Purchase Agreement’’) dated 8 October, 2007 between Sutimar
Enterprises Limited, ENB LUX 1 S..r.l, ENB LUX 2 S..r.l and the Company (as guarantor) in
relation to the proposed disposal of 452,500,000 shares in Galaxy Entertainment Group Limited (a copy
of which has been produced to this meeting and initialed by the chairman of the meeting for
identification) be and is hereby approved, ratified and confirmed and that the Directors of the Company
be and are hereby authorised to implement all the transactions referred to in the Share Purchase
Agreement and to do all such acts and things and execute all such documents as might in the opinion
of the Directors be desirable or necessary to give effect to the Share Purchase Agreement and the
arrangements contemplated thereunder.’’
Principal place of business
in Hong Kong:
29th Floor
K. Wah Centre
191 Java Road
North Point
Hong Kong
By Order of the Board
K. Wah International Holdings Limited
Ricky Chan Ming Tak
Company Secretary
Dated 5 November, 2007
Registered office:
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda
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Notes:
1. A WHITE form of proxy to be used for the meeting is enclosed. Completion and return of the form of proxy will not
preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof
and in such event, the authority of the proxy will be deemed to be revoked.
2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his
proxy to attend and, on a poll, vote instead of him. On a poll, votes may be given personally, by duly authorised
corporate representative or by proxy. A proxy need not be a member of the Company. A member may appoint more
than one proxy to attend on the same occasion.
3. The instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly
authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney
duly authorised.
4. To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is
signed or a notarially certified copy of that power or authority shall be deposited at the principal place of business in
Hong Kong of the Company at 29th Floor, K. Wah Centre, 191 Java Road, North Point, Hong Kong (marked for the
attention of the Company Secretary) not less than 48 hours before the time for holding the meeting and in default
the instrument of proxy shall not be treated as valid.
5. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either
personally or by proxy, in respect of such share as if he were solely entitled thereto but if more than one of such joint
holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands
first on the register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or
administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders
thereof.
6. The resolution will be voted on by way of poll.
7. At the date of this Notice, the executive directors of the Company are Dr. Che-woo Lui (Chairman), Mr. Francis Lui
Yiu Tung, Mr. Eddie Hui Ki On, Mr. Lennon Lun Tsan Kau and Ms. Paddy Tang Lui Wai Yu; the non-executive
Directors are Mr. Michael Leung Man Kin and Dr. Philip Wong Kin Hang; and the independent non-executive
directors are Sir David Akers-Jones, Dr. The Hon. Leo Lee Tung Hai, Dr. Robin Chan Yau Hing, Dr. Charles Cheung
Wai Bun, and Mr. Robert George Nield.
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NOTICE OF SPECIAL GENERAL MEETING |
