Emperor Capital Group Ltd. — Proxy Solicitation & Information Statement 2007

Jul 20, 2007

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英皇證券集團有限公司[*] Emperor Capital Group Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

PROXY FORM

Form of proxy for use of the shareholders of Emperor Capital Group Limited (“the Company”) at the annual general meeting (“Annual General Meeting”) to be held on Thursday, 20th September, 2007

I/We[1]

of

being the registered holder(s) of

shares[2] of HK$0.01 each in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[3] of

as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) 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 9:30 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Annual General Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below[4] .

to vote for me/us and in my/our name(s) in respect of the resolutions as indicated b	to vote for me/us and in my/our name(s) in respect of the resolutions as indicated b	elow4.	elow4.
ORDINARY RESOLUTIONS		FOR		AGAINST
1.	To consider and adopt the audited consolidated financial statements and the reorts of the Directors and Auditors for theear ended 31st March 2007
	p y, .
2.	(i) To re-elect Mr. Chan Pak Lam, Tom as Director.
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	() o re-eec r. eungun ee, unnyas recor.
	(iii) To re-elect Mr FungChi Kin as Director
	..
	(iv) To re-elect Mr. Kwok Chi Sun, Vincent as Director.
	(v) To re-elect Mr. ChengWingKeung, Raymond as Director.
	(vi) To authorise the Board of Directors to fix Directors’ remuneration.
	(vii)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.	(A) To grant to the Directors a general mandate to allot shares in the caital of the Coman
p py.
(B) To grant a general mandate to Directors to repurchase shares of the Company.
(C) To extend the general mandate granted to the Directors to allot additional shares in the Companybythe amount of shares repurchased.
5. To adopt Share Option Scheme

Dated this

day of 2007.

Signed:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “the Chairman of the Meeting” here and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

7. To be valid, this form of proxy, together with any power of attorney or other authority, if any, which it is signed or a certified copy thereof, must be deposited at the Company’s principal office in Hong Kong at 24th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong not less than 48 hours before the time for the holding of the Meeting.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

* for identification purposes only