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

Jul 20, 2007

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 Capital 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.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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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)

RE-ELECTION OF DIRECTORS RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE OF SHARES PROPOSAL INVOLVING ADOPTION OF SHARE OPTION SCHEME AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Emperor Capital Group 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 9:30 a.m. is set out on pages 23 to 25 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 24th 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 only

23rd July, 2007

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES . . . .	5
ADOPTION OF SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
RIGHTS AND PROCEDURES TO DEMAND POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I – DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED . . . . . .	9
APPENDIX II – EXPLANATORY STATEMENT TO THE REPURCHASE
MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX III – PRINCIPAL TERMS OF THE SHARE OPTION SCHEME. . . . . . . . . . .	15
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

DEFINITIONS

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 9:30 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

• “Bye-laws”

• the Bye-laws of the Company as may be amended from time to time

• “Company”

Emperor Capital Group 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

• “Eligible Participant” means:

• (i) any employee (whether full time or part time, including any executive director but excluding any non-executive director) of the Company, or any of its Subsidiaries or any entity (the “Invested Entity”) in which any member of the Group holds any equity interest;

• (ii) any non-executive directors (including independent nonexecutive directors) of the Company, any of its Subsidiaries or any Invested Entity;

• (iii) any supplier of goods or services to any member of the Group or any Invested Entity;

• (iv) any customer of any member of the Group or any Invested Entity;

• (v) any person or entity that provides research, development or other technological support to the Group or any Invested Entity;

1

DEFINITIONS

• (vi) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued or proposed to be issued by any member of the Group or any Invested Entity; and

• (vii) any adviser (professional or otherwise) or consultant to any area of business or business development of any member of the Group or any Invested Entity.

“Grantee”

means any Eligible Participant who accepts the offer of the grant of an Option in accordance with the rules of the Share Option or (where the context so permits) a person or persons who, in accordance with the laws of succession applicable in respect of the death of such Eligible Participant is, or are entitled to exercise the Option accepted by such Eligible Participant (to the extent not already exercised) in consequence of the death of such Eligible Participant;

“Group”

the Company and its subsidiaries

“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

• “Invested Entity”

any entity in which the Group holds any equity interest

• “Latest Practicable Date”

• 18th 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

• “Option”

means an option to subscribe for Shares granted pursuant to the Share Option Scheme and for the time being subsisting

• “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

2

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of the laws of
	Hong Kong)
“Share(s)”	share(s) of HK$0.01 each in the capital of the Company
“Share Option Scheme”	the share option scheme proposed to be adopted by the Company
	at the AGM, a summary of principal terms of which is set out in
	Appendix III of this circular
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars
“%”	per cent.

3

LETTER FROM THE BOARD

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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)

Directors: Yeung, Daisy (Managing Director) Chan Pak Lam, Tom Yeung Kun Lee, Sunny Fung Chi Kin Kwok Chi Sun, Vincent Cheng Wing Keung, Raymond*

• Independent Non-executive Directors

Registered office: Clarendon House, Church Street, Hamilton HM11, Bermuda

Principal Office: 24th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong 23rd July, 2007

To the Shareholders

Dear Sir/Madam,

RE-ELECTION OF DIRECTORS RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE OF SHARES PROPOSAL INVOLVING ADOPTION OF SHARE OPTION SCHEME 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; (iii) to extend the general mandate to issue new Shares by adding to it the number of Shares repurchased; and (iv) the adoption of the Share Option Scheme.

• for identification purposes only

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

In accordance with Bye-law 86(2) of the Company’s Bye-laws, Mr. Yeung Kun Lee, Sunny, Mr. Fung Chi Kin, Mr. Kwok Chi Sun, Vincent and Mr. Cheng Wing Keung, Raymond would retire at the AGM and being eligible, offer themselves for re-election.

In accordance with Bye-law 87(1) and 87(2) of the Company’s Bye-laws, Mr. Chan Pak Lam, Tom would retire at the AGM and being eligible, would offer himself 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 Mr. Fung Chi Kin, Mr. Kwok Chi Sun, Vincent and Mr. Cheng Wing Keung, Raymond, the 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 24th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong within the period from Friday, 27th July, 2007 to Thursday, 2nd 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

On 2nd April, 2007, resolutions were passed by the then sole shareholder of the Company giving unconditional general mandates to the Directors to:

• a. to allot, issue and deal with an aggregate nominal value not exceeding the sum of 20% of the aggregate nominal amount of the share capital of the Company in issue and to be issued pursuant to the offer of 318,635,636 Offer Shares (as defined in the prospectus (“Prospectus”) of the Company dated 11th April, 2007);

• b. to repurchase Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue and to be issued following completion of the Share Offer (as defined in the Prospectus); and

• c. add to the general mandate granted to allot, issue and deal with Shares set out in (a) above the number of Shares repurchased by the Company pursuant to the repurchase mandate set out in (b) above.

The abovementioned general mandates will expire at the conclusion of the AGM.

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LETTER FROM THE BOARD

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. 120,254,254 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. 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.

ADOPTION OF SHARE OPTION SCHEME

At the AGM, an ordinary resolution will be proposed to the Shareholders to approve the adoption of the Share Option Scheme for the Eligible Participants pursuant to which the Eligible Participants may be granted options to subscribe for Shares upon and subject to the terms and conditions of the rules of the Share Option Scheme.

A summary of the principal terms of the rules of the Share Option Scheme which is proposed to be approved and adopted by the Company at the AGM is set out in Appendix III to this circular. A copy of the rules of the Share Option Scheme is available for inspection at the Company’s principal office at 24th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong during normal business hours from the date hereof up to and including 20th September, 2007.

The Share Option Scheme is conditional upon:

• (i) the passing of an ordinary resolution at the AGM approving the adoption of the Share Option Scheme; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in any Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Options that may be granted under the Share Option Scheme up to 10% of the Shares in issue as at the date of the adoption of the Share Option Scheme.

The Directors consider that it is not appropriate to state the value of all the Options that can be granted under the Share Option Scheme as if they had been granted at the Latest Practicable Date prior to the approval of the Share Option Scheme given that the variables which are critical for the calculation of the value of such Options cannot be determined. The variables which are critical for the determination of the value of such Options include the subscription price for the Shares upon the exercise of the subscription rights attaching to the Options, whether or not Options will be granted under the Share Option Scheme and the timing of the granting of such Options, the period during which the subscription rights may be

6

LETTER FROM THE BOARD

exercised, any conditions that the Board imposed on the Options and whether or not such Options if granted will be exercised by the Grantees. The subscription price payable for the Shares depends on the price of the Shares as quoted on the Stock Exchange, which in turn depends on when the Board is to grant Options under the Share Option Scheme. With a scheme life of ten years, the Board is of the view that it is too premature to state whether or not Options will be granted under the Share Option Scheme, and if so, the number of Options that may be granted. It is also difficult to ascertain with accuracy the subscription price of the Shares given the volatility price of the Share may be subject to during the tenyear life span of the Share Option Scheme. In the premises, the Directors are of the view that the value of the Options depends on a number of variables which are either difficult to ascertain or can only be ascertained subject to a number of theoretical basis and speculative assumptions. Accordingly, the Directors believe that any calculation of the value of the Options will not be meaningful and may be misleading to Shareholders in the circumstances.

Application for Listing

Application will be made to the Listing Committee of the Stock Exchange for approval of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of any Options that may be granted under the Share Option Scheme.

Reasons for adoption the Share Option Scheme

The purpose of the Share Option Scheme is to provide incentives or rewards to Eligible Participants thereunder for their contribution to the Group and/or to enable the Group to recruit and retain highcalibre employees and attract human resources that are valuable to the Group and any Invested Entity.

ANNUAL GENERAL MEETING

The notice convening the AGM is set out on pages 23 to 25 of this circular. Resolutions in respect of the re-election of Directors, the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and adopotion of the Share Option Scheme 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 24th 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, 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

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LETTER FROM THE BOARD

• (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; or

• (e) by any director or directors who, individually or collectively, hold proxies in respect of shares representing five per cent or more of the total voting rights at such meeting.

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, the extension of the Issue Mandate and the adoption of the Share Option Scheme 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.

GENERAL INFORMATION

Your attention is also drawn to the additional information set out in Appendix I (Details of Directors proposed to be re-elected), Appendix II (Explanatory statement to the Repurchase Mandate) and Appendix III (Principal terms of the Share Option Scheme) to this circular.

By Order of the Board Emperor Capital Group Limited Daisy Yeung Managing Director

8

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX I

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the AGM:

Executive Directors

Chan Pak Lam, Tom , aged 44, is an Executive Director of the Company. He is responsible for the formulation of corporate strategy and the overall steering of the Company’s management focusing on the areas of compliance and support function. He graduated from the University of Keele in Britain with a Bachelor’s Degree of Social Science with principal subjects in economics and law. He is a lawyer in Hong Kong by profession. He has over 10 years’ experience in forex trading, securities and respective financial field. Mr. Chan has been involved in the management of the Group since 1994. Mr. Chan was an executive director of Emperor International Holdings Limited until 23rd April, 2007, the shares of which 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. Chan entered into a service contract with the Company for an initial term of three years commencing from 1st March, 2007, and will continue thereafter until terminated by not less than three months’ notice in writing serviced by either party on the other. Mr. Chan shall be entitled to a Director’s fee which is subject to the approval of the shareholders of the Company and to be determined by the Board. The Director’s fee for the year 2006-2007 was HK$100,000 p.a.. Mr. Chan also entered into a service contract with Emperor Securities Limited, a subsidiary of the Company as General Manager with no fixed terms, but shall be terminable by Emperor Securities Limited upon giving one month’s notice. Mr. Chan 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. The Board is not aware of any matter in relation to the proposed re-election of Mr. 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 of the Company.

Yeung Kun Lee, Sunny , aged 74, is an executive Director and a responsible officer of Emperor Securities Limited, a subsidiary of the Company, licensed under the SFO. He has over 20 years’ experience in the securities business and is responsible for sales and marketing. He first joined the Group in July 1991 and had been with the Group until July 2005. He rejoined the Group in February 2006. He did not hold directorship in other listed public companies in the last three years.

Mr. Yeung entered into a service contract with the Company for an initial term of three years commencing from 1st March, 2007, and will continue thereafter until terminated by not less than three months’ notice in writing serviced by either party on the other. Mr. Yeung also entered into a service contract with Emperor Securities Limited, a subsidiary of the Company as Dealing Director with no fixed terms, but shall be terminable by Emperor Securities Limited upon giving one month’s notice. Mr. Yeung shall be entitled to a Director’s fee which is subject to the approval of the shareholders of the Company and to be determined by the Board. The Director’s fee for the year 2006-2007 was HK$100,000 p.a.. Mr. Yeung is not connected with any director, senior management or substantial or controlling shareholder of

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX I

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. The Board is not aware of any matter in relation to the proposed re-election of Mr. Yeung 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 of the Company.

Independent non-executive Directors

Fung Chi Kin , aged 58, was appointed as an independent non-executive Director in March 2007. Mr. Fung is the managing director of Fung Chi Kin Consulting Limited. Prior to establishing his own firm in 2003, Mr. Fung had served over 30 years with Po Sang Bank Limited and had been the vice chairman until Po Sang Bank Limited merged with Bank of China (Hong Kong) Limited. Before he left BOC International Holdings Limited as chief administration officer in 2003, Mr. Fung had also served BOCI Securities as general manager. Mr. Fung is currently the honorary permanent president of The Chinese Gold & Silver Exchange Society and has been an international advisor of Shanghai Gold Exchange. He also acts as an independent non-executive director of two listed companies in Hong Kong, namely Chaoda Modern Agriculture (Holdings) Limited and New Times Group Holdings Limited. He was also an executive director of Yanion International Holdings Limited, a company listed on the Stock Exchange, until February 2006. Other than the aforesaid directorship, he did not hold directorship in other listed public companies in the last three years.

Mr. Fung entered into a service contract with the Company for an initial term of three years commencing from 1st March, 2007, and will continue thereafter until terminated by not less than three months’ notice in writing serviced by either party on the other. Mr. Fung shall be entitled to a Director’s fee which is subject to the approval of the shareholders of the Company and to be determined by the Board. The Director’s fee for the year 2006-2007 was HK$100,000 p.a.. Mr. Fung 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. The Board is not aware of any matter in relation to the proposed re-election of Mr. Fung 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 of the Company.

Kwok Chi Sun, Vincent , aged 44, was appointed as an independent non-executive Director in March 2007. Mr. Kwok is the sole proprietor of Vincent Kwok & Co., Certified Public Accountants. He holds a Bachelor’s Degree in Economics from University of Sydney. Mr. Kwok is a Certified Public Accountant (Practising) and a member of both the Hong Kong Institute of Certified Public Accountants and Institute of Chartered Accountants in Australia. He is an independent non-executive director of the following listed companies in Hong Kong, namely, Union Bridge Holdings Limited, KanHan Technologies Group Limited, Magnificent Estates Limited, Shun Ho Resources Holdings Limited and Shun Ho Technology Holdings Limited. He was also a non-executive director of Oriental Investment Corporation Limited (“Oriental”) until September 2005 and an independent non-executive director of Fortuna International Holdings Limited (“Fortuna”) until June 2006. Both Oriental and Fortuna are companies listed on the Stock Exchange. Other than the aforesaid directorship, he did not hold directorship in other listed public companies in the last three years.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX I

Mr. Kwok entered into a service contract with the Company for an initial term of three years commencing from 1st March, 2007, and will continue thereafter until terminated by not less than three months’ notice in writing serviced by either party on the other. Mr. Kwok shall be entitled to a Director’s fee which is subject to the approval of the shareholders of the Company and to be determined by the Board. The Director’s fee for the year 2006-2007 was HK$100,000 p.a.. Mr. Kwok 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. The Board is not aware of any matter in relation to the proposed re-election of Mr. Kwok 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 of the Company.

Cheng Wing Keung, Raymond , aged 47, was appointed as an independent non-executive Director in March 2007. Mr. Cheng is a solicitor practising in Hong Kong. He holds a Degree in Laws from the University of London and a Master’s Degree in Business Administration from the University of Strathclyde. He has over 10 years of experience in company secretarial affairs. He is an associate member of The Institute of Chartered Secretaries and Administrators in UK and The Hong Kong Institute of Chartered Secretaries in Hong Kong. He is also an independent non-executive director of two listed companies in Hong Kong, namely China Investment Fund Company Limited and Skyfame Realty (Holdings) Limited. He was also an independent non-executive director of Fortuna until September 2006. Other than the aforesaid directorship, he did not hold directorship in other listed public companies in the last three years.

Mr. Cheng entered into a service contract with the Company for an initial term of three years commencing from 1st March, 2007, and will continue thereafter until terminated by not less than three months’ notice in writing serviced by either party on the other. Mr. Cheng shall be entitled to a Director’s fee which is subject to the approval of the shareholders of the Company and to be determined by the Board. The Director’s fee for the year 2006-2007 was HK$100,000 p.a.. Mr. Cheng 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. The Board is not aware of any matter in relation to the proposed re-election of Mr. Cheng 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 of the Company.

11

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 601,271,272 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 60,127,127 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.

12

APPENDIX II EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE

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 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 months commencing from 24th April, 2007, the date of listing of the Shares on the Stock Exchange up to Latest Practicable Date were as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
2007
24th April – 30th April	0.77	0.56
May	1.70	0.54
June	1.45	1.10
1st July – 23rd July	1.34	1.05

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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, Charron Holdings Limited (“Charron”), held 325,320,564 Shares in the Company, representing approximately 54.11% 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 Charron in the Company would be increased to approximately 60.12% 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 Charron 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.

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 four months since the listing of the Shares on the Stock Exchange prior to the Latest Practicable Date.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other material facts not contained herein the omission of which would make any statement contained in this circular misleading.

THE SHARE OPTION SCHEME

The following are the principal terms of the Share Option Scheme to be submitted to the Shareholders for adoption at the AGM:

For the purpose of this section, references to “Board” shall mean the Board or a duly authorized committee thereof, references to “Employee” shall mean any full time or part time employee (including any executive but excluding any non-executive Director) of the Group, references to “Participants”, shall mean any Eligible Participants whom the Board in its sole discretion selects and subject to any conditions as it may think fit. Unless the context otherwise requires, references to “Shares” in this section shall include shares in the Company of any other nominal amount which shall result from a sub-division, consolidation or reduction of the share capital of the Company from time to time.

(a) Participants of the Share Option Scheme and Eligibility Criteria

The Participants of the Share Option Scheme to whom Option(s) may be granted by the Board shall include any Employee and any non-executive Directors of the Company, any of its subsidiaries or any Invested Entity, advisor, consultant, customer, supplier, shareholder of any member of the Group or any Invested Entity or any person or entity that provides research, development or other technological support to the Group or any Invested Entity whom the Board in its sole discretion selects and subject to any conditions as it may think fit.

(b) Purpose of the Share Option Scheme

The purpose of the Share Option Scheme is to enable the Company to grant Options to Participants as incentives or rewards for their contribution to the Group and/or to enable the Group to recruit and retain high calibre Employees and attract human resources that are valuable to the Group and any Invested Entity.

The Share Option Scheme provides that the Board, in granting the Options, may specify applicable conditions which must be satisfied before Options can be exercised by the Options holders. The basis for the determination of the subscription price of the Options is set out in the Share Option Scheme. The Board considers that the aforesaid criteria and the terms of the Share Option Scheme will serve to preserve the value of the Company and encourage option holders to acquire proprietary interests in the Company.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(c) Life of the Share Option Scheme

The Company, by resolution in general meeting, or the Board may at any time terminate the operation of the Share Option Scheme and in such event no further Options will be offered but the provisions of the Share Option Scheme shall remain in full force to the extent necessary to give effect to the exercise of any Options granted prior thereto but not exercised before the termination of the Share Option Scheme will continue to be exercisable and valid. The terms and conditions of the Share Option Scheme including those governing the mode of exercise of an Option will continue in full force and effect with the exception that no further Option will be granted. Subject to the aforesaid, the Share Option Scheme shall be valid and effective for a period of ten (10) years commencing from the day on which the Share Option Scheme becomes effective, after which period no further Options will be granted but the provisions of the Share Option Scheme shall remain in full force and effect in all other respects.

(d) Subscription Price

The subscription price for Shares under the Share Option Scheme will be a price determined by the Board and notified to each Participant who has accepted an offer in accordance with the terms of the Share Option Scheme but in any case will not be less than the higher of (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a trading day; (b) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five (5) trading days immediately preceding the date of grant; and (c) the nominal value of a Share. Upon acceptance of the Option, the Grantee shall pay HK$1.00 to the Company by way of consideration for the grant.

(e) Restriction on the Time of Grant of Option

No offer of Options shall be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been announced pursuant to the requirements of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of (a) the date of the Board meeting for approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules) (b) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules or quarterly or any other interim period (whether or not required under the Listing Rules), no Option shall be granted until such information has been announced pursuant to the requirements of the Listing Rules, and ending on the actual date of publication of the results announcement.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

• (f) Maximum Number of Shares

• The total number of Shares which may be issued upon exercise of all Options which may be granted under the Share Option Scheme and any other share option schemes of the Company (“Scheme Mandate Limit”) shall not exceed ten per cent. (10%) of the total number of Shares in issue as at the date on which this scheme was approved and adopted by the Shareholders, unless the Company obtains a refresh approval from the Shareholders pursuant to paragraph 2 below. Options lapsed in accordance with the terms of the Share Option Scheme shall not be counted for the purpose of calculating whether the Scheme Mandate Limit has been exceeded.

• The Company may seek approval of the Shareholders in general meetings to renew the Scheme Mandate Limit provided that the Scheme Mandate Limit so renewed must not exceed ten per cent. (10%) of the Shares in issue at the date of the approval of the renewal by the Shareholders. Upon any such renewal, all options granted under the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the Share Option Scheme and any other share option schemes of the Company and exercised options) prior to the approval of such renewal shall not be counted for the purpose of calculating whether the renewed Scheme Mandate Limited has been exceeded. In seeking the approval, the Company shall send a circular to the Shareholders.

• The Company may grant Options to Participant(s) beyond the Scheme Mandate Limit if the grant of such Options is specifically approved by the Shareholders in general meeting. In seeking such approval, a circular must be sent to the Shareholders containing a generic description of the identified Participant(s), the number and terms of the Options to be granted, the purpose of granting Options to the identified Participant(s), and how the terms of these Options serve such purpose.

Notwithstanding the above, the maximum number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and options which may be granted under any other share option schemes of the Company shall not exceed thirty per cent. (30%) of the total number of Shares in issue from time to time.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(g) Option Shares Entitled by Each Grantee

No Participant shall be granted an Option if the total number of Shares issued and to be issued upon exercise of the Options granted and to be granted (including exercised, cancelled and outstanding Options) in 12-month period up to and including the date of grant to such Participant would exceed 1 per cent. of the Shares for the time being in issue unless the proposed grant has been approved by the Shareholders in general meeting with the proposed Grantee and his associates (as defined in the Listing Rules) abstaining from voting. A circular must be sent to the Shareholders disclosing the identity of the proposed Grantee, the number and terms of the Options granted and to be granted, the number and terms of Options to be granted to such proposed Grantee must be fixed before the Shareholders’ approval and the date of meeting of the Board for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price.

• (h) Requirements on Granting Options to Connected Persons

• Any grant of Option to a director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company (“Substantial Shareholder”) or any of their respective associates (as defined in the Listing Rules) (“Connected Persons”) must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the Grantee of the Option).

• Where a grant of Option is to a Substantial Shareholder or an independent nonexecutive Director or any of their respective associates and the proposed grant of Option, when aggregated will result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including cancelled Options) to such person(s) in the past 12-month period up to and including the date of such grant, would entitle such person(s) to subscribe for over 0.1 per cent. of the total Shares in issue for the time being and an aggregate value of HK$5 million based on the closing price of the Shares at the date of grant, then the proposed grant of Option must be subject to approval given by Shareholders on a poll in a general meeting where all Connected Persons of the Company must abstain from voting in favour. A Shareholders’ circular must be prepared by the Company explaining the proposed grant of Option, disclosing the number and terms of the Option (including the subscription price) proposed to be granted and the recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is the Grantee of the Option) as to voting.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(i) Time of Exercise of Option

An Option may be exercised in accordance with the terms of the Share Option Scheme at any time during a period as the Board may determine which shall not be more than ten years from the date of grant of the Option subject to the provisions of early termination thereof and the Board may provide restrictions on the exercise of an Option during the period an Option may be exercised.

(j) Rights are Personal to Grantee

An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option or attempt to do so.

(k) Rights on Ceasing Employment

In the event of the Grantee, being an Employee at the date of grant, ceasing to be an Employee for any reasons, other than death or the termination of employment on any of the grounds referred to in paragraph (l) below, the Grantee may exercise the Option up to his entitlement at the date of cessation (to the extent which has become exercisable and not already exercised) on or before the date of such cessation, which date shall be the last actual working day with the Company or the relevant members of the Group whether salary is paid in lieu of notice or not (provided that the retirement of director(s) of the Group by rotation pursuant to the bye-laws of the relevant members of the Group at annual general meeting of such member who is/are reelected at the same annual general meeting shall not be regarded as ceasing employment for the purpose of this paragraph) or such longer period as the Board may determine.

(l) Rights on Death or ill-health or retirement

In the event of the death or ill-health or retirement of the Grantee, the Grantee or the legal personal representative(s) of the Grantee, as the case may be, shall be entitled within a period of 12 months from the date of cessation, which date shall be the last actual working day on which the Grantee was at work with Company, or such longer period as the Board may determine, to exercise the Option up to the entitlement of such Grantee as at the date of cessation (to the extent which has become exercisable and not already exercised, falling which the Option will lapse).

(m) Effect of Alterations to Capital

In the event of any alterations in the capital structure of the Company whether by way of a capitalization issue, rights issue, sub-division or consolidation of Shares or reduction of capital whilst any Option remains exercisable, such corresponding alterations (if any) certified by an independent financial advisor or the auditors of the Company for the time being as fair and reasonable and in accordance with the requirements set out in this paragraph shall be made in the number of Shares subject to the Option so far as unexercised; and/or the subscription price; provided that no alteration shall be made so that a Share would be issued at less than its nominal value or which would give a Grantee a different proportion of the issued share capital of the Company as that to which he was previously entitled.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(n) Rights on a General Offer

If a general offer (whether by takeover offer or scheme of arrangement or otherwise in like manner) is made to all the Shareholders (or all such Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional, the Grantee (or, as the case may be, his legal personal representatives) shall be entitled to exercise the Option in full (to the extent which has become exercisable and not already exercised) at any time up to the close of such offer or the record date for entitlements under the scheme of arrangement, as the case may be.

(o) Rights on Winding Up

In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as it dispatches such notice to each member of the Company give notice thereof to all Grantees and thereupon, each Grantee (or, as the case may be, his legal personal representatives) shall be entitled to exercise all or any of his Options at any time not later than 4 business days (as defined in the Share Option Scheme) prior to the proposed general meeting of the Company (to the extent which has become exercisable and not already exercised) whereupon the Company shall as soon as possible and, in any event, no later than the business day (as defined in the Share Option Scheme) immediately prior to the date of the proposed general meeting allot the relevant Shares to the Grantee credited as fully paid.

(p) Rights on a Compromise or Arrangement

If a proposed compromise or arrangement between the Company and its creditors or between the Company and its members, the Grantee may by notice in writing to the Company not later than 4 business days (as defined in the Share Option Scheme) prior to the proposed general meeting of the Company, exercise the Option in full (to the extent which has become exercisable and not already exercised) or to the extent specified in such notice.

(q) Lapse of Option

An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

• (i) the expiry of the Option period;

• (ii) the expiry of any of the periods referred to in paragraphs, (l), (n) or (o) above;

• (iii) subject to paragraph (o) above, the date of the commencement of the winding-up of the Company;

• (iv) the date on which the Grantee ceases to be an Employee by reason of paragraph (k) above;

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APPENDIX III PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

• (v) subject to the proposed compromise or arrangement becoming effective, the expiry of the period referred to in paragraphs (p) above or (t) below; or

• (vi) the date on which the Grantee commits a breach of paragraph (j) above.

• (vii) the date on which the Grantee ceases to be a Participant by reason of termination of employment on the grounds that he has been guilty of persistent or serious misconduct, or has committed an act of bankruptcy or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence (other than an offence which in the opinion of the Board does not bring the Grantee or the Group or the Invested Entity into disrepute) his Option shall lapse automatically (to the extent which has become exercisable and not already exercised) on the date on which the Grantee ceases to be an Employee.

• (viii) if the Directors at their discretion determine that the Grantee (other than employee) or his or her associate has committed any breach of any contract entered into between the Grantee or his or her associate on the one part and the Group or any Invested Entity on the other part, the Directors shall determine that the Outstanding Options granted to the Grantee shall lapse.

(r) Ranking of Shares

The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the Bye-laws for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment and accordingly will entitle the holders of Options to participate in voting, transfer and other rights including those arising on liquidation of the Company, and all dividends or other distributions paid or made on or after the date of allotment other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment.

(s) Alterations to Share Option Scheme

The Share Option Scheme may be altered in any respect by resolution of the Board except that alterations of the provisions of the Share Option Scheme relating to (i) matters set out in Rule 17.03 of the Listing Rules to the advantage of Participants; (ii) the terms and conditions of the Share Option Scheme which are of a material nature (except where such alterations take effect automatically under the existing terms of the Share Option Scheme) shall not be made except with the prior sanction of a resolution by the Shareholders, provided that no such alterations shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alterations except with the consent or sanction in writing of such number of Grantees who shall together hold Options in respect of not less than three-fourths in nominal value of all Shares that to be issued on exercise of the Options granted under the Share Option Scheme.

The amended terms of the Share Option Scheme or the Options must comply with the relevant requirements of Chapter 17 of the Listing Rules.

21

APPENDIX III PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

• (t) Cancellation of Options Granted

Any cancellation of Options granted but not exercised must be approved by the Board. Any Options cancelled cannot be re-granted.

• (u) Performance Target

There is no performance target that must be achieved before the Options can be exercised.

22

NOTICE OF ANNUAL GENERAL MEETING

==> picture [64 x 58] intentionally omitted <==

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

NOTICE IS HEREBY GIVEN that the annual general meeting of Emperor Capital Group 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 9:30 a.m. for the following purposes:

1. To consider and adopt the audited combined financial statements and the reports of the directors and auditors for the year ended 31st March, 2007.

2. To re-elect retiring directors, 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.

As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

4. (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

23

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

24

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.”

• “ THAT conditional on the Listing Committee of the Stock Exchange approving the share option scheme (a copy of which is produced to the meeting marked “A” and signed by the Chairman of this meeting for the purpose of identification) (“Share Option Scheme”) and granting listing of, and permission to deal in, the shares in the capital of the Company (“Shares”) which may fall to be issued pursuant to the Share Option Scheme, the Share Option Scheme be and is hereby approved and adopted by the Company with effect from the date of the Share Option Scheme becoming unconditional, and the Directors be and are hereby authorized to implement and administer the Share Option Scheme to the extent permissible under the memorandum of association and bye-laws of the Company, the Rules Governing the Listing of Securities on the Stock Exchange and the rules of the Share Option Scheme, the Directors may vote in respect of any resolution(s) under or affecting the Share Option Scheme (including the granting of options thereunder or approving the allotment and issue of Shares upon exercise of options thereunder) notwithstanding any interest(s) of any Director(s).”

By Order of the Board Chan Yuk Chun Company Secretary

Hong Kong, 23rd July, 2007 Registered Office: Principal Office: Clarendon House 24th 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 24th 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.

25