Emperor Capital Group Ltd. - Proxy Solicitation & Information Statement 2008

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 a licensed securities dealer or registered institution in securities, a 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 or licensed securities dealer or registered institution in securities 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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(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

CONTINUING CONNECTED TRANSACTIONS THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT AND THE YEUNG PROPOSED ANNUAL CAPS AND RE-ELECTION OF DIRECTOR

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

CSC Asia Limited

A letter from the Independent Board Committee to the Independent Shareholders is set out on page 13 of this circular. A letter from CSC Asia, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders in connection with the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps is set out on pages 14 to 26 of this circular.

A notice convening the special general meeting of Emperor Capital Group Limited to be held at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong at 10:30 a.m. on Tuesday, 15 April 2008 is set out on pages 33 to 34 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 share registrar, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, 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

27 March 2008

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
–	Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	Proposed Revision of Annual Caps in relation to
	the Revised Yeung Financial Services Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	Reasons for the Revised Yeung Financial Services Agreement
	and the revision of the Previous Annual Caps . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
–	Listing Rules implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
–	Re-election of director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
–	SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
–	Poll procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
–	Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . . . . . .		13
LETTER FROM CSC ASIA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14
APPENDIX I – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		27
APPENDIX II – DETAILS OF DIRECTOR PROPOSED TO BE RE-ELECTED. . . . . . . . .		32
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		33

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Announcement” the announcement of the Company dated 6 March 2008 in respect of, among other matters, the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps

“associate” has the meaning ascribe thereto under the Listing Rules
“Board” the board of Directors of the Company
“Company” Emperor Capital Group Limited, a company incorporated in Bermuda with limited liability, the securities of which are listed on the Stock Exchange
“connected person” has the meaning ascribed thereto under the Listing Rules

“CSC Asia” CSC Asia Limited, a licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps

“Director(s)” director(s) of the Company “Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the People Republic of China

“Independent Board Committee” an indepedent committee of the Board, comprising all the independent non-executive Directors, established to advise the Independent Shareholders on the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps
“Independent Shareholders” Shareholders other than Ms. Daisy Yeung and her associates “Independent Third Parties” independent third parties who are not connected persons of the Company as defined in the Listing Rules and are independent of the Company and the connected persons of the Company
“IPO” initial public offering “Latest Practicable Date” 25 March 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

DEFINITIONS

“Listing Rules”	the rules governing the listing of securities on the Stock Exchange
“Previous Annual Caps”	the previously obtained annual caps for the transactions
	contemplated under the Yeung Financial Services Agreement for
	the three years ending 31 March 2009
“Revised Yeung Financial	the agreement dated 4 March 2008 entered into between the
Services Agreement”	Company and Ms. Daisy Yeung to extend and revise the terms of
	the Yeung Financial Services Agreement
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“SGM”	the special general meeting of the Company to be convened to
	consider and approve, if thought fit, the Revised Yeung Financial
	Services Agreement and the Yeung Proposed Annual Caps
“Shareholders”	holders of the Shares
“Shares”	shares of HK$0.01 each in the capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Yeung Family”	Ms. Daisy Yeung, the managing Director and her associates
“Yeung Financial Services	an agreement dated 2 April 2007 entered into between the
Agreement”	Company and Ms. Daisy Yeung in relation to the financial
	services to be provided by the Group to the Yeung Family
“Yeung Proposed Annual	the annual caps for the transactions contemplated under the
Caps”	Revised Yeung Financial Services Agreement for each of the three
	years ending 31 March 2010 that to be proposed at the SGM for
	Independent Shareholders’ approval
“HK$”	Hong Kong dollars

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

Managing Director: Yeung, Daisy

Executive Directors: Chan Pak Lam, Tom Yeung Kun Lee, Sunny Choi Suk Hing, Louisa

Independent non-executive Directors: Fung Chi Kin Kwok Chi Sun, Vincent Cheng Wing Keung, Raymond

Registered office: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

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

27 March 2008

To the Shareholders,

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT AND THE YEUNG PROPOSED ANNUAL CAPS AND RE-ELECTION OF DIRECTOR

INTRODUCTION

The Company announced on 6 March 2008 that the Revised Yeung Financial Services Agreement was entered into between the Company and Ms. Daisy Yeung on 4 March 2008 to extend and revise the terms of the Yeung Financial Services Agreement as some of the Previous Annual Caps have been exceeded. Reference is made to the Announcement in relation to, among other things, the revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps.

Ms. Daisy Yeung is a director of the Company and as such, Ms. Daisy Yeung and her associates are connected persons of the Company under Chapter 14A of the Listing Rules.

Pursuant to Rule 14A.36 of the Listing Rules, the Company is required to re-comply with Rules 14A.35(3) and (4) of the Listing Rules in respect of the revision of Yeung Financial Services Agreement and the Previous Annual Caps. As the applicable percentage ratios calculated with reference to the Yeung Proposed Annual Caps exceed 2.5% and the consideration exceeds HK$10 million, the Company must comply with the Independent Shareholders’ approval requirements described in Rule 14A.48 of the Listing Rules. In this regard, the Company will seek the Independent Shareholders’ approval for the Yeung Proposed Annual Caps at the SGM to be voted by poll.

for identification purposes only

LETTER FROM THE BOARD

The purpose of this circular is to provide you with details of the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps, to set out the recommendation of the Independent Board Committee and to set out the letter of advice from CSC Asia to the Independent Board Committee and the Independent Shareholders in respect of the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps.

In addition, this circular also provides you with information regarding the resolution in relation to the re-election of Ms. Choi Suk Hing, Louisa as director of the Company.

BACKGROUND

Reference is made to the prospectus of the Company dated 11 April 2007 where amongst others, the Stock Exchange has granted the Company on 30 March 2007 a waiver from strict compliance with the announcement and independent shareholders’ approval requirements pursuant to Rule 14A.42(3) of the Listing Rules in respect of the continuing connected transactions under the Yeung Financial Services Agreement. The Company has obtained annual caps for each of the transactions contemplated under the Yeung Financial Services Agreement.

Pursuant to the Yeung Financial Services Agreement, the Group has agreed to (i) provide financial services including brokerage service for securities, futures and options trading; (ii) provide margin loan to the Yeung Family; and (iii) pay commission and fee to the Yeung Family for their acting as placees for the securities underwritten or placed by the Group on normal commercial terms and at rates no more favourable than those available to the other Independent Third Parties for a three-year term commencing from 1 April 2006 up to 31 March 2009. The Company has on 4 March 2008 entered into the Revised Yeung Financial Services Agreement with the Yeung Family, to include the provision of IPO financing to the Yeung Family and to extend the duration of the term up to the year ending 31 March 2010.

PROPOSED REVISION OF ANNUAL CAPS IN RELATION TO THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT

Previous Annual Caps

Set out below are the Previous Annual Caps obtained for the Yeung Financial Services Agreement:

(i) Commission and brokerage on securities, futures and options trading and interest income from margin financings from the Yeung Family (ii) Maximum margin loan amount to the Yeung Family (iii) Commission and fee payment to the Yeung Family Total	For the year ending 31 March Previous Annual Caps 2008 2009 HK$ HK$ 2,900,000 3,100,000 31,000,000 31,000,000 24,000 27,000 33,924,000 34,127,000	For the year ending 31 March Previous Annual Caps 2008 2009 HK$ HK$ 2,900,000 3,100,000 31,000,000 31,000,000 24,000 27,000 33,924,000 34,127,000
		34,127,000

LETTER FROM THE BOARD

Historical transaction amounts

Set out below are the historical transaction amounts between the Yeung Family and the Group for the three financial years ended 31 March 2007 and the six months ended 30 September 2007:

					For the six
					months ended
		For	the year ended 31 March		30 September
		2005	2006	2007	2007
		HK$	HK$	HK$	HK$
(i)	Commission for dealing in securities, futures and
	options trading and interest income from margin
	financing from the Yeung Family (% to the	1,864,800	1,780,300	1,631,900	1,351,700
	Group’s turnover from the same activities)	(4.31%)	(2.57%)	(1.54%)	(1.82%)
(ii)	Maximum margin loan amount to the Yeung Family	15,468,800	16,606,600	28,436,800	13,313,300
(iii)	Maximum IPO loan amount to the Yeung Family	2,008,500	26,934,300	590,094,000	6,604,500
(iv)	Commission and fee payment to the Yeung Family
	(% to the Group total commission expenses for	nil	39,250	nil	122,000
	placing and underwriting)	(nil)	(0.94%)	(nil)	(1.98%)

Yeung Proposed Annual Caps

It has come to the attention of the Directors in mid January 2008 that for the period from 1 April 2007 to 31 January 2008 that the aggregate value of such continuing connected transactions are likely to exceed the Previous Annual Caps for the year ending 31 March 2008. The Directors then closely monitored the daily trading activities of the Yeung Family and by late February 2008, the Directors were notified that the aggregate value of the commission income from dealing in securities, futures and options contracts and the interest income from margin financing received from the Yeung Family reached approximately HK$2.90 million. While preparing information for the revision of the Previous Annual Caps, it was discovered that by late July 2007, a total of HK$122,000 was paid by the Group to the Yeung Family being commission payment for acting as placee of the securities underwritten by the Group. As a result, the amounts of commission and interest income from the Yeung Family and the commission paid to the Yeung Family, exceeded the relevant Previous Annual Caps for the year ending 31 March 2008. Announcement and independent shareholders’ approval to revise the relevant Previous Annual Caps should have been made at that time, as such, the Company has breached Rule 14A.36 of the Listing Rules. Nevertheless, the maximum margin loan amount to the Yeung Family as at the Latest Practicable Date is still within the relevant Previous Annual Cap for the year ending 31 March 2008.

The securities, futures and options trading and placing activities under the Yeung Financial Services Agreement increased and exceeded the Previous Annual Caps as a result of improving economy and market sentiment of securities trading in Hong Kong.

LETTER FROM THE BOARD

On 4 March 2008, the Company entered into the Revised Yeung Financial Services Agreement with Ms. Daisy Yeung to (i) revise the term of the Yeung Financial Services Agreement for a 3 year term commencing from 1 April 2007 up to 31 March 2010, and (ii) include the provision of IPO financing to the Yeung Family in addition to all such existing services under the Yeung Financial Services Agreement.

As the Previous Annual Caps under the Yeung Financial Services Agreement have been exceeded, the Company proposes to revise the annual caps under the Revised Yeung Financial Services Agreement as below:

(i) Commission and brokerage on dealing in securities, futures and options trading and interest income from margin and IPO financing from the Yeung Family (ii) Maximum margin loan amount to the Yeung Family (iii) Maximum IPO loan amount to the Yeung Family (iv) Commission and fee payment to the Yeung Family Total	Yeung Proposed Annual Caps For the year ending 31 March 2008 2009 2010 HK$ HK$ HK$ 5,000,000 7,200,000 10,500,000 32,600,000 34,200,000 35,900,000 209,200,000 209,200,000 209,200,000 180,000 210,000 220,000 246,980,000 250,810,000 255,820,000	Yeung Proposed Annual Caps For the year ending 31 March 2008 2009 2010 HK$ HK$ HK$ 5,000,000 7,200,000 10,500,000 32,600,000 34,200,000 35,900,000 209,200,000 209,200,000 209,200,000 180,000 210,000 220,000 246,980,000 250,810,000 255,820,000
		255,820,000

In determining the Yeung Proposed Annual Caps for the transactions contemplated under the Revised Yeung Financial Services Agreement, the following principal factors have been taken into consideration:

(i) Commission and interest income from the Yeung Family
the growth rate of the Group’s commission and brokerage income from dealings in securities, futures and options and interest income from margin and IPO financings for the year ended 31 March 2007 as compare to that of the year ended 31 March 2006;
the percentage of the commission and brokerage income and interest income from the Yeung Family to the Group’s revenue from the same activities for each of the three years ended 31 March 2007; and

LETTER FROM THE BOARD

the expected interest income from IPO financing to be advanced to the Yeung Family for the three years ending 31 March 2010.
(ii) Maximum margin loan amounts to the Yeung Family
the Group’s interests income from margin loans for each of the 3 years ended 31 March 2007 and six months ended 30 September 2007 and the growth rate of the same comparing the year ended 31 March 2006 and 31 March 2007; and
the highest amount of margin loans advanced to the Yeung Family for the three years ended 31 March 2007.
(iii) Commission and fee payment payable to the Yeung Family
the amount of commission and fee paid to the Yeung Family by the Group for them acting as placees of the securities underwritten by the Group during the period from 1 April 2007 to 31 January 2008;
the increasing Group’s placing and underwriting expenses with reference to the amount for the six months ended 30 September 2007;
the increasing opportunities for the Group being the placing agent, underwriter or sub-underwriter for securities in view of the recent market sentiment; and
the increasing placing opportunities which the Yeung Family will be interested to participate.
(iv) IPO financing to the Yeung Family
the average of the historical maximum amount of IPO loan advanced to the Yeung Family for the three years ended 31 March 2007.

The rates for the transactions under the Revised Yeung Financial Services Agreement shall be determined by the Directors on case to case basis and shall not be more favourable than those available to the other Independent Third Parties.

The Directors including the independent non-executive Directors consider that the terms of the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps are fair and reasonable and in the interests of the Company and its shareholders as a whole.

In monitoring the Previous Annual Caps, the Company has adopted internal guidelines and the Directors had monitored the continuing connected transactions contemplated under the Yeung Financial Services Agreement from time to time. Monthly review of the aggregate values of such continuing connected transactions had been generated and the management would be informed once any of such continuing connected transactions were likely to exceed. In view of the incident regarding the Yeung Financial Services Agreement, the Directors consider that the Company needs to strengthen the reporting

LETTER FROM THE BOARD

system, provide more training for staff on connected transactions and enhance communication among responsible departments and management. These practices will be closely followed in the future to monitor the Yeung Proposed Annual Caps in order to ensure strict compliance with the Listing Rules. Announcements and/or Independent Shareholders’ approval will be made in compliance with the Listing Rules if the Yeung Proposed Annual Caps are exceeded or that the terms of the Revised Yeung Financial Services Agreement are varied.

REASONS FOR THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT AND THE REVISION OF THE PREVIOUS ANNUAL CAPS

The Company is an investment company and its subsidiaries are principally engaging in the provision of financial services in Hong Kong, including brokerage services for securities, futures and options, and providing margin and IPO financings as well as loans and advances to its clients. The Group also provides corporate finance advisory services.

Set out below is (i) the Group’s revenue in relation to the commission and brokerage on dealing in securities, futures and options contracts and from placing and underwriting together with interest income from margin and IPO financing; (ii) the Group’s expenses in relation to the commission and fee payment for placing and underwriting and (iii) the Group’s maximum margin loan and IPO amount for the two years ended 31 March 2007 and the six months ended 30 September 2007:

		For the	For the	For the six
		year ended	year ended	months ended
		31 March 2006	31 March 2007	30 September 2007
		(audited)	(audited)	(unaudited)
		(HK$‘000)	(HK$‘000)	(HK$‘000)
(i)	the Group’s revenue in relation to the
	commission and brokerage on dealing
	in securities, futures and options contracts
	and from placing and underwriting,
	together with interest income from margin
	loan including IPO financing	74,496	110,479	76,435
(ii)	the Group’s expenses in relation to the
	commission and fee payment from
	placing and underwriting	4,187	3,009	6,148
		As at 31	As at 31	As at 30
		March 2006	March 2007	September 2007
		(audited)	(audited)	(unaudited)
(iii)	the Group’s margin and IPO loan amount	89,994	114,792	2,237,754

LETTER FROM THE BOARD

The growth in revenue and profit for the Group for the year ended 31 March 2007 and for the six months ended 30 September 2007 is satisfactory. The Hong Kong stock market had shown continuous improvement in 2007, backed by booming economy of China and favourable policy initiatives introduced by the Chinese government. As stated in the Company’s interim report dated 27 December 2007, for the six months ended 30 September 2007, the Group recorded a turnover of approximately HK$80.9 million, an increase of 33.7% from HK$60.5 million in the previous year. Looking at the commission and fee payment amount and the loan amount as shown in the table above, the placing and underwriting, as well as the margin and IPO loan activities of the Group have increased substantially in the first half of year 2007.

The Directors consider that under the present heated economy and securities market, together with the dedication of the Group in expanding its business, the Directors consider that the Previous Annual Caps will limit the potential growth of the Group. After the listing of the Company in April 2007, the Yeung Family has been restricting their trading activities and limiting their engagement with the services of the Group, or even engaged third party securities house for their trading activities so as to ensure the transacted amounts under the Yeung Financial Services Agreement fall within the parameters set out by the Previous Annual Caps. The Directors consider that business from Yeung Family which are on normal commercial terms and with well monitored internal control measures can benefit to the growth of the Group. The Yeung Proposed Annual Caps are set at higher amounts than the existing trading pattern of the Yeung Family, so as to allow more flexibility and business opportunities for the Group.

The Yeung Financial Services Agreement has not covered IPO financing and no annual cap has been obtained for each of the three years ending 31 March 2009. IPO and fund raising exercise in the Hong Kong stock market were very active in 2007. Retail clients of the Group have obtained IPO financing from the Group and as at 30 September 2007, the amount of IPO loan advanced to the clients of the Group amounted to approximately HK$2.1 billion. The Company considers that the performance of the Group can be benefited by the IPO surge in Hong Kong and therefore, the Directors would like to apply for a separate cap for IPO financing so as to increase the business opportunity for the Group.

LISTING RULES IMPLICATIONS

Ms. Daisy Yeung is a managing Director. According to Chapter 14A of the Listing Rules, the members of the Yeung Family is defined as associates of Ms. Daisy Yeung. As such, Ms. Daisy Yeung and her respective associates are connected persons of the Company.

In the premises and in view of the continuing and recurring nature, the transactions contemplated under the Revised Yeung Financial Services Agreement are continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Pursuant to Rule 14A.36 of the Listing Rules, the Company is required to re-comply with Rules 14A.35(3) and (4) of the Listing Rules in respect of the Yeung Proposed Annual Caps. As the applicable percentage ratio calculated with reference to the Yeung Proposed Annual Caps exceeds 2.5% and the consideration exceeds HK$10 million, the Company must comply with the Independent Shareholders’ approval requirements described in Rule 14A.48 of the Listing Rules.

LETTER FROM THE BOARD

An Independent Board Committee composed of the independent non-executive Directors has been formed and CSC Asia has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps.

RE-ELECTION OF DIRECTOR

In accordance with Bye-law 86(2) of the Company’s bye-laws, Ms. Choi Suk Hing, Louisa (“Ms. Choi”), the additional Director appointed by the Board on 14 March, 2008, shall hold office only until the first general meeting of the Company after her appointment and shall then be eligible for reelection at that meeting. Accordingly, Ms. Choi will retire at the SGM and being eligible, offer herself for re-election.

Details of Ms. Choi who offers herself for re-election at the SGM that are required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

SGM

The Company will convene a SGM at 28/F., Emperor Group Centre 288 Hennessy Road, Wanchai, Hong Kong on Tuesday, 15 April 2008 at 10:30 a.m. (or any adjournment thereof), to consider (i) the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps and (ii) the re-election of Ms. Choi. A notice of the SGM is set out on pages 33 to 34 of this circular. Ms. Daisy Yeung and its associates will abstain from voting in respect of the ordinary resolution proposed to approve the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps at the SGM.

In compliance with the Listing Rules, the ordinary resolution in relation to the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps will be voted by way of poll and the results of the SGM will be published after the SGM.

A form of proxy for the SGM is enclosed with this circular. If you are unable to attend the SGM 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 share registrar, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM in person should you so wish.

POLL PROCEDURE

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
(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

LETTER FROM THE BOARD

(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 (5%) 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.

A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith at the general meeting. Other issues shall be voted by poll at such time (being not later than 30 days after the date of the demand) to be decided by the chairman, and the meeting can go on with discussion of other matters. The result of such voting shall also be regarded as the resolution adopted at the meeting. A person who has made a request for voting by poll and, with the consent of the chairman, may withdraw it.

RECOMMENDATION

Your attention is drawn to the advice of the Independent Board Committee set out in its letter set out on page 13 of this circular. Your attention is also drawn to the letter of advice from CSC Asia to the Independent Board Committee and the Independent Shareholders in respect of the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps set out on pages 14 to 26 in this circular. The Independent Board Committee, having taken into account the advice of CSC Asia, considers that the Revised Yeung Financial Services Agreement are on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. The Independent Board Committee also considers that the Yeung Proposed Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and recommend that the Independent Shareholders to vote in favour of the ordinary resolutions to approve the Yeung Proposed Annual Caps at the SGM.

The Directors consider the ordinary resolutions in relation to the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps and the re-election of Director are in the interest of the Company and the Shareholders as a whole and, accordingly, the Directors recommended the Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM.

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

Yours faithfully, For and on behalf of the Board Emperor Capital Group Limited Yeung Daisy Managing Director

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

27 March 2008

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT AND THE YEUNG PROPOSED ANNUAL CAPS

We refer to the circular of the Company dated 27 March 2008 of which this letter forms part (the “Circular”). Terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

We have been appointed by the Board to consider the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps and to advise the Independent Shareholders in connection with the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps as to whether, in our opinion, the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned. CSC Asia has been appointed as the independent financial adviser to advise us in this respect.

We wish to draw your attention to the letter from the Board and the letter from CSC Asia as set out in this Circular. Having considered the principal factors and reasons considered by CSC Asia as set out in its letter of advice, we consider that the Revised Yeung Financial Services Agreement are on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. We also consider that the Yeung Proposed Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to approve the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps at the SGM.

Yours faithfully,

For and on behalf of

Independent Board Committee

Fung Chi Kin

Kwok Chi Sun, Vincent Cheng Wing Keung, Raymond Independent non-executive Directors

for identification purposes only

LETTER FROM CSC ASIA

The following is the text of a letter of advice from CSC Asia which has been prepared for the purpose of incorporation into this circular, setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps.

CSC Asia Limited Units 3204-07, 32/F Cosco Tower 183 Queen’s Road Central Hong Kong 27 March 2008

To: The independent board committee and

the independent shareholders of Emperor Capital Group Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT AND THE YEUNG PROPOSED ANNUAL CAPS

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders with respect of the terms of the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps, details of which are set out in the letter from the Board (the “Letter from the Board”) contained in the circular of the Company to the Shareholders dated 27 March 2008 (the “Circular”), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

As disclosed in the prospectus of the Company dated 11 April 2007, the Company entered into the Yeung Financial Services Agreement with Ms. Daisy Yeung for the provision of financial services by the Group to the Yeung Family for a three-year term commencing from 1 April 2006 up to 31 March 2009. Ms. Daisy Yeung is the managing Director, accordingly, Ms. Daisy Yeung and her associates are connected persons of the Company under the Listing Rules. The transactions contemplated under the Yeung Financial Services Agreement constitute non-exempt continuing connected transactions of the Company which are subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules. On 30 March 2007, the Stock Exchange granted a waiver to the

LETTER FROM CSC ASIA

Company from strict compliance with the announcement and independent shareholders’ approval requirements pursuant to Rule 14A.42(3) of the Listing Rules in relation to the transactions contemplated under the Yeung Financial Services Agreement for the three years ending 31 March 2009. The wavier granted by the Stock Exchange is subject to the Previous Annual Caps. In accordance with Rule 14A.36 of the Listing Rules, if the cap in respect of a given transaction is exceeded or when there is a material change to the terms of the relevant agreement, the Company must re-comply with Rules 14A.35(3) and (4) of the Listing Rules in regards to such connected transaction.

As set out in the Letter from the Board, the aggregate value for the transactions under the Yeung Financial Services Agreement for the year ending 31 March 2008 in respect of commission income from dealing in securities, futures and options contracts and the interest income from margin financing received from the Yeung Family and the commission and fee payment to the Yeung Family for placing and underwriting have exceeded their relevant Previous Annual Caps. Although the maximum margin loan amount is still within its existing cap for the year ending 31 March 2008, the Directors anticipate that under present heated economy and securities market, the margin loan amount will exceed the relevant Previous Annual Cap for the year ending 31 March 2008. Given the amount of commission and interest income from the Yeung Family and the commission paid to the Yeung Family exceeded the relevant Previous Annual Caps for the year ending 31 March 2008 and the Directors’ anticipation on the amounts for maximum margin loan to the Yeung Family may exceed the annual caps for the two years ending 31 March 2009, the Company proposes to revise the Previous Annual Caps. Furthermore, on 4 March 2008, the Company entered into the Revised Yeung Financial Services Agreement with Ms. Daisy Yeung to extend and revise the terms of the Yeung Financial Service Agreement to a three-year term commencing from 1 April 2007 to 31 March 2010 and include the provision of IPO financing to the Yeung Family.

As the applicable percentage ratios in relation to the Yeung Proposed Annual Caps under the Revised Yeung Financial Services Agreement exceed 2.5% and the consideration is more than HK$10 million, the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps are subject to the reporting, announcement and approval by the Independent Shareholders under the Listing Rules. In this connection, the Company will seek the Independent Shareholders’ approval for the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps at the SGM to be conducted by poll. Ms. Daisy Yeung and her associates are required to abstain from voting at the SGM.

The Independent Board Committee comprising three independent non-executive Directors namely Messrs. Fung Chi Kin, Kwok Chi Sun, Vincent and Cheng Wing Keung, Raymond, has been constituted to make recommendations to the Independent Shareholders on whether (i) the transactions contemplated under the Revised Yeung Financial Services Agreement are in the ordinary and usual course of business; (ii) the terms of the Revised Yeung Financial Services Agreement are on normal commercial terms; (iii) the entering into of the Revised Yeung Financial Services Agreement is in the interests of the Company and the Shareholders as a whole; and (iv) the terms of the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps are fair and reasonable so far as the Company and the Independent Shareholders are concerned. We, CSC Asia, have been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

CSC Asia is independent from, and not connected with, the Company or any of its substantial shareholders, directors or chief executive, or any of their respective associates, and is accordingly qualified to give independent advice to the Independent Board Committee and the Independent Shareholders.

LETTER FROM CSC ASIA

BASIS OF OUR OPINION

In formulating our recommendations, we have relied on the information and facts supplied by the Company and the representations of, the Directors and management of the Company, including those set out in the Circular. We have assumed that all the information and representations so supplied by the Company and/or the Directors and all information and representations referred to or contained in the Circular, for which the Company and the Directors are solely and wholly responsible, were true, accurate and complete at the time they were made and continue to be so as the date hereof. No representation or warranty, expressed or implied, is made by us on the accuracy of such information or representation. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. The Directors have confirmed, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no material facts the omission of which would make any statements in the Circular misleading.

We consider that we have reviewed sufficient information and documents to reach an informed view and to provide a reasonable basis for our recommendations. We have not, however, conducted any independent investigation into the businesses or affairs or assets and liabilities or future prospects of the Group or any of its associates, nor have we carried out any independent verification of information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion regarding the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps, we have taken into consideration the following principal factors and reasons:

(I) Background of and reasons for the entering into of the Revised Yeung Financial Services Agreement

The Company was listed on the main board of the Stock Exchange on 24 April 2007. The Group is principally engaged in the provision of financial services in Hong Kong, including brokerage services for securities, futures and options, and provision of margin and IPO financings as well as loans and advances to its clients. The Group also provides corporate finance advisory services.

The Company entered into the Yeung Financial Services Agreement with Ms. Daisy Yeung on 2 April 2007, pursuant to which the Group had agreed to (i) provide financial services including brokerage services for securities, futures and options trading to the Yeung Family; (ii) provide margin loan to the Yeung Family; and (iii) pay commission and fee to the Yeung Family for their acting as placees for the securities underwritten or placed by the Group (collectively, the “Existing Transactions”) on normal commercial terms and at rates no more favourable to other Independent Third Parties for a three-year term commencing from 1 April 2006 to 31 March 2009. The Stock Exchange has granted a waiver from strict compliance with the announcement and independent shareholders’ approval requirements pursuant to Rule 14A.42(3) of the Listing Rules for the Existing Transactions.

LETTER FROM CSC ASIA

As set out in the Letter from the Board, in mid January 2008, the Directors became aware that during the period between 1 April 2007 and 31 January 2008, the aggregate value of the Existing Transactions were likely to exceed the relevant Previous Annual Caps for the year ending 31 March 2008. As advised by the Directors, the Group had paid a total of HK$122,000 to the Yeung Family by late July 2007 being the commission payment for acting as placee of the securities underwritten by the Group and in late February 2008 the commission income from dealing in securities, futures and options contracts and the interest income from margin financing received from the Yeung Family reached approximately HK$2.90 million. Accordingly, the amounts of commission and interest income from the Yeung Family and the commission paid to the Yeung Family exceeded the relevant Previous Annual Caps for the year ending 31 March 2008. The maximum margin loan amount to the Yeung Family as at the date hereof is still within the relevant Previous Annual Cap for the year ending 31 March 2008. Given the continued improvement in economy and market sentiment of securities trading in Hong Kong and coupled with the Group’s dedication in expanding its business, the Directors expect an increase in the activities under the Existing Transactions and the maximum margin loan amount may also exceed the relevant Previous Annual Cap for the year ending 31 March 2008. Hence, the Directors therefore consider that the revision made to the Previous Annual Caps is necessary.

The Yeung Financial Services Agreement did not cover IPO financing and no annual cap has been obtained for each of the three years ending 31 March 2009. As advised by the Directors, they had been aware that IPO and fund raising exercise in the Hong Kong stock market had been very active in 2007. According to the interim report of the Company for the six months ended 30 September 2007 (the “2007 Interim Report”), the amount of IPO loan granted to the clients of the Group increased substantially to approximately HK$2.1 billion as at 30 September 2007 from approximately HK$55.0 million as at 31 March 2007. In this connection, the Directors envisage that the Group’s performance can be benefited by the expected IPO surge in Hong Kong as well as being backed by the booming economy of China and favourable policy initiatives introduced by the Chinese government. Taking into consideration the above, the Directors consider that extending the IPO financing business with the Yeung Family under the Revised Yeung Financial Services Agreement will create greater flexibility of transacting business with the Yeung Family and hence broadening the business opportunities for the Group. Accordingly, the Directors propose to include IPO financing in the Revised Yeung Financial Services Agreement.

Considering that the revision of the Previous Annual Caps for the Existing Transactions and the extension of its services to provide IPO financing by the Group to the Yeung Family for the three years ending 31 March 2010 will require the Independent Shareholders’ approval and for consistency in the duration of the aforesaid transactions under the same agreement, the Company proposes to revise the duration of the Yeung Financial Services Agreement commencing from 1 April 2007 to 31 March 2010 for the Existing Transactions.

Taken into account the above and the nature of the Existing Transactions and the provision of IPO financing to the Yeung Family (together, the “Revised Transactions”) falls within the ordinary and usual course of business of the Group, we consider that the entering into of the Revised Yeung Financial Services Agreement is in the interests of the Company and the Shareholders as a whole.

LETTER FROM CSC ASIA

(II) Principal terms of the Revised Yeung Financial Services Agreement

Pursuant to the Revised Yeung Financial Services Agreement, the Revised Transactions will be conducted on normal commercial terms and at rates no more favourable to the Yeung Family than those available to the Independent Third Parties for a three-year term commencing from 1 April 2007 up to 31 March 2010. Detailed rates and payment terms will be specified in the individual contracts governing the particular transactions.

In assessing the fairness of the terms of the Revised Yeung Financial Services Agreement, we have conducted a sample review of the contracts/ account statements which the Group issued to (i) the Independent Third Parties and (ii) the Yeung Family in respect of the Revised Transactions. Based on our review, we note that (i) the commission rates charged by the Group to the Yeung Family in relation to the provision of brokerage service for securities and futures trading; (ii) the interest rate charged by the Group to the Yeung Family in the provision of margin loan and IPO financing; and (iii) the commission rate paid by the Group to the Yeung Family for them acting as placees of the securities underwritten or placed by the Group, are at rates no more favourable to the Yeung Family than those available to the Independent Third Parties for the same activities. In view of the above, we consider that the terms and the rates of the Revised Transactions are on terms which are no more favourable to the Yeung Family than those available to the Independent Third Parties. In this regard, we consider that the terms of the Revised Yeung Financial Services Agreement are on normal commercial terms and are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

(III) The Yeung Proposed Annual Caps

The Revised Transactions are subject to the Yeung Proposed Annual Caps whereby for each of the three years ending 31 March 2010, the value of the Revised Transactions will not exceed the applicable annual amounts stated in the Letter from the Board contained in the Circular.

In assessing the reasonableness of the Yeung Proposed Annual Caps under the Revised Yeung Financial Services Agreement, we have discussed with the Directors and the management of the Company the basis and underlying assumptions for the purpose of setting the Yeung Proposed Annual Caps.

According to the 2007 Interim Report, the management of the Company are of the view that with the announcement of the Qualified Domestic Institutional Investors arrangements, it had resulted in sustainable momentum of the securities market in Hong Kong. In light of the strong development of the Hong Kong stock market in recent years and being backed by the booming economy of China and favourable policy initiatives introduced by the Chinese government, the Directors anticipate that the Group will be benefited under present heated economy and securities market which they believe may lead to an increase in financial services and fund raising exercise in Hong Kong as well as trading and placing activities by the Yeung Family, thus will provide more business opportunities to the Group.

We have reviewed the Fact Book 2007 (the “Fact Book”) published by the Stock Exchange and it was noted that the stock market in Hong Kong recorded strong performance and new records in 2006 and 2007 as a result of continued improvement of the Hong Kong’s overall economic and market conditions in 2006 and 2007. According to the Fact Book, the total market capitalisation of the main board of the Stock Exchange in 2006 indicated a growth of approximately 63.3% as compared with 2005 and recorded

LETTER FROM CSC ASIA

a double-digit annual growth rate of over 20% for the past few years. In 2007, the total market capitalisation of the main board of the Stock Exchange recorded a further growth of approximately 55.0% and amounted to approximately HK$20.5 trillion. The average daily turnover and average daily trading volume in 2006 increased by approximately 85.2% and 64.5% respectively when compared with 2005. In 2007, the average daily turnover and average daily trading volume was approximately HK$89.4 billion and 93.1 billion shares, representing a growth of approximately 159.1% and 143.9% respectively as compared with 2006.

As further noted from the Fact Book, the total amount of funds raised in 2007 was approximately HK$571 billion, representing an increase of approximately 10.6% from approximately HK$516 billion in 2006. In respect of the IPO activities on the main board of the Stock Exchange, the total number of newly listed companies increased from 56 in 2006 to 82 in 2007.

Despite the recent volatile market condition, in view of the aforesaid solid economy and stock market development in recent years, we concur with the views of the Directors that it is reasonable to anticipate an increase in trading and fund raising activities and IPO surge in Hong Kong thereby which may give rise to an increase in the Yeung Family’s trading activities as well as increase in demand for IPO financing by the Yeung Family and accordingly, may provide more business opportunities to the Group. Furthermore, the Directors envisage that with the Group’s dedication in its business expansion under present heated economy and securities market, the Previous Annual Caps may limit the potential growth of the Group, as such, the Yeung Proposed Annual Caps have been set at higher amounts than the existing trading pattern of the Yeung Family with buffer included in determining the annual capped amounts so as to allow the Group to have greater flexibility in transacting business with the Yeung Family as well as coping with unexpected growth and hence broadening the business opportunities of the Group.

(a) Commission and interest income from the Yeung Family

Set out below are the Yeung Proposed Annual Caps for commission and interest income from the Yeung Family for the three years ending 31 March 2010:

	For the year ending	For the year ending	31 March
	2008	2009	2010
	HK$	HK$	HK$
Commission and brokerage on securities,
futures and option trading and interest
income from margin and IPO financing
(the “Commission and Interest Income”)
from the Yeung Family	5,000,000	7,200,000	10,500,000

LETTER FROM CSC ASIA

We note that in determining the annual caps for Commission and Interest Income from the Yeung Family, the Directors have made reference to (i) the growth rate of the Group’s commission and brokerage income from dealings in securities, futures and options and interest income from margin and IPO financing for the year ended 31 March 2007 as compared with that of the year ended 31 March 2006; (ii) the percentage of the commission and brokerage income and interest income from the Yeung Family to the Group’s revenue from the same activities for each of the three years ended 31 March 2007; and (iii) the expected interest income from IPO financing to be advanced to the Yeung Family for the three years ending 31 March 2010.

As set out in the annual report of the Company for the year ended 31 March 2007, the Group’s total Commission and Interest Income for the year ended 31 March 2007 amounted to approximately HK$106.03 million, represented an increase of approximately 53.00% from approximately HK$69.30 million for the year ended 31 March 2006.

Dealings in securities, futures and options and IPO are generally initiated by the Yeung Family or determined by their own decisions and mostly market-driven which are not subject to the Group’s control. The Directors consider that the growth in the Group’s total Commission and Interest Income for the past few years is generally in line with the growth of the stock market and IPO in Hong Kong. On the anticipation of an increase in the stock market and IPO in Hong Kong, we consider that it is reasonable to estimate the Yeung Family’s Commission and Interest Income based on the Group’s projected total Commission and Interest Income for the three years ending 31 March 2010.

We have reviewed the calculations and the assumptions of the Yeung Revised Annual Caps for the Commission and Interest Income from the Yeung Family. We note that the Yeung Revised Annual Caps for the Commission and Interest Income from the Yeung Family are arrived by adopting (i) the Group’s projected Commission and Interest Income based on historical growth between the two financial years of 2006 and 2007; (ii) the projected Commission and Interest Income from the Yeung Family to the Group’s revenue by referencing with the average historical percentage of the Yeung Family’s commission and brokerage income and interest income to the Group’s revenue from the Group’s same activities over the three years ended 31 March 2007 and multiplied it with each of the three years ending 31 March 2010 of the Group’s projected Commission and Interest Income; and (iii) a buffer to the projected Commission and Interest Income from the Yeung Family by projecting expected interest income from IPO financing to be advanced to the Yeung Family for the three years ending 31 March 2010.

Based on the foregoing and that the Yeung Family’s Commission and Interest Income is of revenue nature, we consider that the basis of determining the Yeung Proposed Annual Caps in respect of the Commission and Interest Income from the Yeung Family for the three years ending 31 March 2010 to be fair and reasonable as far as the Company and the Independent Shareholders are concerned.

LETTER FROM CSC ASIA

(b) Maximum margin loan amount to the Yeung Family

Set out below are the Yeung Proposed Annual Caps for maximum margin loan amount to the Yeung Family for the three years ending 31 March 2010:

	For	the year ending	31 March
	2008	2009	2010
	HK$	HK$	HK$
Maximum margin loan amount to
the Yeung Family	32,600,000	34,200,000	35,900,000

As set out in the Letter from the Board, the Yeung Proposed Annual Caps for maximum margin loan amount to the Yeung Family for the three years ending 31 March 2010 were determined with respect to (i) the Group’s interest income from margin loans for each of the three years ended 31 March 2007 and the six months ended 30 September 2007 and the growth rate of the same comparing the year ended 31 March 2006 and 31 March 2007; and (ii) the highest amount of margin loans advanced to the Yeung Family for the three years ended 31 March 2007.

Set out below is the information provided by the Company regarding (i) the Group’s historical interest income arising from margin financing; (ii) interest income from margin financing from the Yeung Family; and (iii) maximum margin loan amount to the Yeung Family, for the three years ended 31 March 2007 and the six months ended 30 September 2007:

			Six	months ended
		Year ended 31	March	30 September
	2005	2006	2007	2007
	HK$	HK$	HK$	HK$
Group’s interest income
from margin financing	5,413,200	8,641,800	10,319,600	6,887,700
Growth rate		59.64%	19.41%
Interest income from
margin financing to the
Yeung Family	210,100	474,600	532,300	154,000
Growth rate		125.89%	12.16%
Maximum margin loan
amount to the
Yeung Family	15,468,800	16,606,600	28,436,800	13,313,300
Growth rate		7.36%	71.24%

As shown in the table above, both the interest income from margin financing to the Yeung Family and the Group’s total interest income from margin financing illustrated an upward trend. It is noted that the Directors have made reference to the growth rate of the Group’s interest income from margin loans comparing between the recent past two years to anticipate potential business opportunities with the Yeung Family. The Yeung Proposed Annual Caps for maximum margin loan

LETTER FROM CSC ASIA

amount to the Yeung Family are to enable the Group to have a greater flexibility in seizing business opportunities from the Yeung Family on the anticipation of increasing activities in the stock market in Hong Kong. Based on the foregoing, we consider it is reasonable to make reference to the historical interest income from margin financing as well as the maximum amount of margin loans advanced to the Yeung Family in the recent past three years.

The highest maximum margin loan amount to the Yeung Family amounted to approximately HK$28,436,800 during the past three years and accounted for approximately 91.73% of the Previous Annual Cap of HK$31,000,000 for the year ending 31 March 2008. Taking into consideration that the highest maximum margin loan amount almost reached the relevant Previous Annual Cap and that the trading activities of the Yeung Family are largely affected by their own assessment and perception of the economic and stock market condition in Hong Kong, we concur with the views of the Directors that the annual caps for the maximum margin loan amount to the Yeung Family being set slightly higher than the actual amounts will provide flexibility to the Group to transact business with the Yeung Family so as not to limit the potential growth of the Group.

Based on the above, we consider that the Yeung Proposed Annual Caps in relation to the margin loan provision to the Yeung Family for the three years ending 31 March 2010 will provide flexibility in business opportunities of the Group and the basis on which the annual caps were determined as described above are fair and reasonable as far as the Company and the Independent Shareholders are concerned.

(c) Commission and fee payment payable to the Yeung Family

Set out below are the Yeung Proposed Annual Caps for commission and fee payment for placing and underwriting to the Yeung Family for the three years ending 31 March 2010:

	For the year ending 31 March	For the year ending 31 March	For the year ending 31 March
	2008	2009	2010
	HK$	HK$	HK$
Commission and fee payable for
placing and underwriting to
the Yeung Family	180,000	210,000	220,000

In determining the Yeung Proposed Annual Caps for commission and fee payment payable to the Yeung Family for the three years ending 31 March 2010, the Directors have made reference to (i) the amount of commission and fee paid by the Group to the Yeung Family for them acting as placees of the securities underwritten by the Group during the period from 1 April 2007 to 31 January 2008; (ii) the Group’s increasing placing and underwriting expenses with reference to the amount for the six months ended 30 September 2007; (iii) the increasing opportunities for the Group being the placing agent, underwriter or sub-underwriter for securities in view of the recent market sentiment; and (iv) the increasing placing opportunities which the Yeung Family will be interested to participate.

LETTER FROM CSC ASIA

As set out in the Letter from the Board, the Group’s total commission and fee payment for the six months ended 30 September 2007 amounted to approximately HK$6.15 million which represented a significant increase over the full year ended 31 March 2007 which amounted to approximately HK$3.01 million. As advised by the Directors, the commission and fee payment from placing and underwriting to the Yeung Family for the ten months ended 31 January 2008 amounted to approximately HK$122,000 which had exceeded the relevant Previous Annual Cap of HK$24,000 for the year ending 31 March 2008.

In light of the promising outlook of the stock market and the fund raising activities in Hong Kong, it is reasonable to believe that there are increasing opportunities for the Group to act as placing agent, underwriter or sub-underwriter for securities as well as increase in the interest to participate by the Yeung Family in placing.

Based on the foregoing, we consider that the determination of the Yeung Proposed Annual Caps in relation to the commission and fee payment from placing and underwriting to the Yeung Family are therefore fair and reasonable as far as the Company and the Independent Shareholders are concerned.

(d) Maximum IPO loan amount to the Yeung Family

Set out below are the Yeung Proposed Annual Caps for maximum IPO loan amount to the Yeung Family for the three years ending 31 March 2010:

	For	the year ending	31 March
	2008	2009	2010
	HK$	HK$	HK$
Maximum IPO loan amount to
the Yeung Family	209,200,000	209,200,000	209,200,000

In determining the Yeung Proposed Annual Caps for IPO loan financing to the Yeung Family, the Directors have made reference to the average of the historical maximum amount of IPO loans advanced to the Yeung Family for the three years ended 31 March 2007. Set out below is the information extracted from the Letter from the Board regarding the maximum IPO loan amount to the Yeung Family from the Group for the three years ended 31 March 2007 and the six months ended 30 September 2007:

			Six	months ended
		Year ended 31	March	30 September
	2005	2006	2007	2007
	HK$	HK$	HK$	HK$
Maximum IPO loan amount
to the Yeung Family	2,008,500	26,934,300	590,094,000	6,604,500

We note that the historical maximum amount of IPO loans advanced to the Yeung Family illustrated an upward trend for the three years ended 31 March 2007 and the average for the three years amounted to approximately HK$206.3 million.

LETTER FROM CSC ASIA

The capital needs of the Yeung Family for IPO loan vary from time to time and are determined by the investment strategies of each individual members of the Yeung Family which will be largely affected by their own analysis and perception of the economic and stock market condition in Hong Kong. Considering that the purpose of the Yeung Proposed Annual Caps for IPO loan financing to the Yeung Family is to enable the Group to capture potential business opportunities, we concur with the views of the Directors that the Yeung Family’s historical transactions with the Group is a reasonable basis to project their capital needs. We note that the Yeung Proposed Annual Caps for the maximum IPO loan amount is slightly higher than the average of the three years ended 31 March 2007. As advised by the Directors, they have set the annual caps slightly higher in order to allow more flexibility and business opportunities for the Group.

As such, we consider that the Yeung Proposed Annual Caps for maximum IPO loan amount to the Yeung Family for the three years ending 31 March 2010 have been determined on a fair and reasonable basis and are therefore fair and reasonable as far as the Company and the Independent Shareholders are concerned.

Based on the aforesaid, we consider that the Yeung Proposed Annual Caps are fair and reasonable as far as the Company and the Independent Shareholders are concerned. However, the Shareholders should note that the Yeung Proposed Annual Caps for each of the three years ending 31 March 2010 relate to future events and they do not represent forecasts of commission and interest income, maximum margin loan and IPO financing to be generated or expenses to be incurred from the Revised Transactions. Consequently, we express no opinion as to how closely the actual commission and interest income, maximum margin loan and IPO financing to be generated or expenses to be incurred from the Revised Transactions correspond with the relevant Yeung Proposed Annual Caps.

(IV) Annual review of the Revised Yeung Financial Services Agreement

Pursuant to Rules 14A.37 to 14A.40 of the Listing Rules, the Revised Transactions are subject to the following annual review requirements:

(a) each year the independent non-executive Directors must review the Revised Transactions and confirm in the annual report and accounts that the Revised Transactions have been entered into:
(1) in the ordinary and usual course of business of the Group;
(2) either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Group than terms available to or from (as appropriate) independent third parties; and
(3) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole;

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(b) each year the auditors of the Company must provide a letter to the Board (with a copy provided to the Stock Exchange at least 10 business days prior to the bulk printing of the Company’s annual report) confirming that the Revised Transactions:
(1) have received the approval of the Board;
(2) are in accordance with the pricing policies of the Group;
(3) have been entered into in accordance with the relevant agreement governing the transaction; and
(4) have not exceeded the annual capped amounts;
(c) the Company shall allow, and shall procure the relevant counterparty to the Revised Transactions shall allow, the Company’s auditors with sufficient access to their records for the purpose of reporting on the Revised Transactions as set out in paragraphs (b); and
(d) the Company shall promptly notify the Stock Exchange and publish an announcement in the newspaper if it knows or has reason to believe that the independent non-executive Directors and/or auditors of the Company will not be able to confirm the matters set out in paragraphs (a) and (b) respectively.

As advised by the Directors, the Company will comply with the annual review requirements of the Revised Transactions as stated above and will re-comply with the relevant Listing Rules if the Yeung Proposed Annual Caps are exceeded or, when the relevant agreements are renewed or, when there is a material change to the terms of the Revised Yeung Financial Services Agreement.

According to the Letter from the Board, the Company has breached Rule 14A.36 of the Listing Rules in light of the incident that announcement and/ or independent shareholders’ approval was not made at the time when the Previous Annual Caps for the commission and interest income and the commission and fee payment under the Yeung Financial Services Agreement have been exceeded. As advised by the Directors, the Company has adopted internal guidelines in monitoring the Existing Transactions contemplated under the Yeung Financial Services Agreement from time to time. The Company had been generating monthly review of the aggregate value of such connected transactions and management would be informed once any of such connected transactions were likely to exceed. In view of the incident on the Yeung Financial Services Agreement reflecting a culpable failure to ensure that the requirements of the Listing Rules were complied with, the Directors have considered improvement measures by strengthening its reporting system, providing more staff training regarding connected transactions and enhancing communication among responsible departments and management.

In light of the above requirements for the Revised Transactions and the Company will implement improvement measures by adopting the abovementioned practices in the future to monitor the Revised Transactions so as to ensure strict compliance with the Listing Rules, we are of the view that there are appropriate measures in place to govern the conduct of the Revised Transactions and safeguard the interests of the Independent Shareholders.

LETTER FROM CSC ASIA

RECOMMENDATIONS

Having considered the above principal factors and reasons in respect to the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps, we are of the view that the Revised Transactions are in the ordinary and usual course of business of the Group and the terms of the Revised Yeung Financial Services Agreement are on normal commercial terms. We also consider that the terms of the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Cap are fair and reasonable so far as the Independent Shareholders are concerned and that the entering into of the Revised Yeung Financial Services Agreement is in the interests of the Company and the Shareholders as a whole. Accordingly, we would advise the Independent Shareholders, as well as recommend the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolutions to approve the Revised Yeung Financial Services Agreement and the Yeung Proposed Annual Caps at the SGM.

Yours faithfully, For and on behalf of CSC Asia Limited Andrew Chiu Patra Lee Managing Director Director

GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. 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 facts the omission of which would make any statement in this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executives’ interests and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company and their respective associates in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they have taken or deemed to have taken under such provisions of the SFO); or (b) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers under the Listing Rules (the “Model Code”), to be notified to the Company and the Stock Exchange, were as follows:

(i) Long positions in ordinary shares of HK$0.01 each of the Company

				Approximate
				percentage
			Number of	of the issued
			issued ordinary	share capital of
Name of director	Note	Nature of interest	shares held	the Company
Ms. Yeung, Daisy	1	Beneficiary of a trust	325,322,302	45.09

Notes:

325,322,302 Shares, representing 45.09% of the shares of the Company, were registered in the name of Charron Holdings Limited (“Charron”), the entire issued share capital of Charron was indirectly held by The A&A unit trust. The A&A Unit Trust was a unit trust under The Albert Yeung Discretionary Trust (“AY Trust”), a discretionary trust under which Ms. Yeung, Daisy is one of the eligible beneficiaries.

GENERAL INFORMATION

APPENDIX I

(ii) Long positions in underlying shares of the Company

				Approximate
			Number of	percentage
			underlying	of the issued
Name of director	Note	Nature of interest	shares	ordinary share
Ms. Yeung, Daisy	1	Beneficial owner	3,000,000	0.42%
Mr. Chan Pak Lam,	1	Beneficial owner	3,000,000	0.42%
Tom

Note:

The share options were granted on 28 January 2008 pursuant to the share option scheme adopted by the Company and became effective on 27 September 2007 and are exercisable from 28 January 2008 to 27 January 2013 at a price of HK$1.20 per Share. There is no vesting period for the options granted.

Save for those disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company or their respective associates, had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they have taken or deemed to have taken under such provisions of the SFO); or (b) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

(b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO and substantial shareholders

Save as disclosed below, so far as is known to the Directors, as at the Latest Practicable Date, the following persons (other than the Directors or chief executives of the Company) had, or were deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

GENERAL INFORMATION

APPENDIX I

Long position in ordinary shares of HK$0.01 each of the Company:

				Approximate
				percentage of
			Number of	the issued share
			ordinary	capital of the
Name of shareholder	Note	Nature of interest	shares held	Company
Charron	1	Beneficial owner	325,322,302	45.09
Jumbo Wealth Limited
(“Jumbo Wealth”)	1	Trustee	325,322,302	45.09
GZ Trust Corporation	1	Trustee	325,322,302	45.09
(“GZ Trust”)
Dr. Yeung Sau Shing, Albert	1	Founder of	325,322,302	45.09
(“Dr. Yeung”)		AY Trust
Ms. Luk Siu Man, Semon	1	Family	325,322,302	45.09
(“Ms. Luk”)

Note:

The Shares were, registered in the name of Charron. The entire issued share capital of Charron was held by Jumbo Wealth on trust for the A&A Unit Trust, a unit trust under the AY Trust, the trustee of which was GZ Trust. GZ Trust was deemed to be interested in the 325,322,302 shares held by Charron as trustee of the AY Trust. Dr. Yeung, as founder of the AY Trust, was deemed to be interested in the 325,322,302 Shares. By virtue of the aforesaid interests of Dr. Yeung, Ms. Luk (spouse of Dr. Yeung), was also deemed to be interested in the said Shares.

Save as disclosed above, as at the Latest Practicable Date, the Directors and chief executives of the Company are not aware of any other person who had, or were deemed or taken to have, an interest or short position in the Shares, or underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has entered into or proposed to enter into any service contract with any member of the Group which is not determinable by the Group within one year without payment of compensation other than statutory compensation.

4. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associates has any interest in businesses which are considered to compete or are likely to compete, either directly or indirectly, with the businesses of the Group as required to be disclosed pursuant to the Listing Rules.

GENERAL INFORMATION

APPENDIX I

5. OTHER INTERESTS OF THE DIRECTORS

None of the Directors had any interests, either directly or indirectly, in any assets which had been acquired or disposed of by or leased to any member of the Group, or which were proposed to be acquired or disposed of by or leased to any member of the Group since 31 March 2007 (being the date to which the latest published audited consolidated accounts of the Group were made up).

Save as the Revised Yeung Financial Services Agreement, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which was subsisting as at the Latest Practicable Date and was significant in relation to the business of the Group.

6. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 March 2007, being the date to which the latest published audited financial statements of the Group were made up.

7. EXPERT AND CONSENT

CSC Asia is a corporation licensed under the SFO to carry out type 6 (advising on corporate finance) regulated activities.

CSC Asia has given and has not withdrawn its written consent to the issue of this circular with reference to its name and its letter in the form and context in which it appears.

As at the Latest Practicable Date, CSC Asia does not have any shareholding, directly or indirectly, in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for shares in any member of the Group.

As at the Latest Practicable Date, CSC Asia does not have any interest, direct or indirect, in any assets which since 31 March 2007, the date to which the latest published audited financial statements of the Group were made up, have been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copy of the following documents are available for inspection during 9:00 a.m. to 5:00 p.m. on any weekday (except for Saturdays and public holidays) at the office of the Company at 24/F., Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong up to and including the date of the SGM:

(a) the Revised Yeung Financial Services;
(b) the letter from the Independent Board Committee, the text of which is set out on page 13 of this circular;

GENERAL INFORMATION

APPENDIX I

(c) the letter of advice from CSC Asia, the text of which is set out on pages 14 to 26 of this circular; and
(d) written consent of CSC Asia referred to in the paragraph headed “Expert and Consent”.

9. MISCELLANEOUS

The English text of this circular and the accompanying form of proxy shall prevail over their respective Chinese text.

DETAILS OF DIRECTOR PROPOSED TO BE RE-ELECTED

APPENDIX II

Ms. Choi Suk Hing, Louisa

Executive Director

Ms. Choi, aged 43, was appointed as executive Director on 14 March, 2008. She holds a Master Degree in Applied Finance from Macquarie University in Australia, She is also a fellow member of both The Institute of Chartered Secretaries and Administrators in the United Kingdom and The Hong Kong Institute of Chartered Secretaries. She has ten years of experience in the finance industry covering securities, futures and corporate finance. Before that, she had worked in the company secretary profession in both listed companies as well as professional firms for over eight years. Ms. Choi is currently a director and responsible officer of Emperor Capital Limited, an indirectly wholly-owned subsidiary of the Company and a licensed corporation carrying on corporate finance advisory business. Save for the Company, Ms. Choi has not held any directorship in any listed companies in the past three years .

There is no service agreement entered into between Ms. Choi and the Company in respect of her directorship. In accordance with the bye-laws of the Company, she will hold office until the first general meeting to be held after her appointment and will then be eligible for re-election at that meeting; thereafter she will retire by rotation and will be eligible for re-election provided that every director of the Company shall be subject to retirement at least once every three years. Ms. Choi is entitled to director’s fee of HK$100,000.00 per annum, which has been approved by the Board with reference to the responsibility undertaken by her as director of the Company. She is also entitled to salary, discretionary bonus and retirement scheme contribution. Ms. Choi is not connected with any directors, senior management or substantial or controlling shareholders of the Company, nor does she have any interests (within the meaning of Part XV of the Securities and Futures Ordinance) in the securities of the Company as at the Latest Practicable Date.

The Board is not aware of any matter in relation to the proposed re-election of Ms. Choi that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or any other matter that needs to be brought to the attention of Shareholders of the Company.

NOTICE OF SGM

==> picture [323 x 56] intentionally omitted <==

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

NOTICE IS HEREBY GIVEN THAT a special general meeting (“SGM”) of Emperor Capital Group Limited (the “Company”) will be held at 28/F., Emperor Group Centre 288 Hennessy Road, Wanchai, Hong Kong on Tuesday, 15 April 2008 at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

to consider and, if thought fit, pass with or without amendment, the following resolutions as ordinary resolutions of the Company:

“ THAT

(a) the agreement dated 4 March 2008 entered into between the Company and Ms. Daisy Yeung in relation to the financial services to be provided by the Company to Ms. Daisy Yeung and her associates (the”Yeung Family”), a copy of which marked “A” has been tabled before the meeting and initialed by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder (“Transactions”) and the execution of which be and are hereby approved, ratified and confirmed;
(b) the annual cap for the commission and brokerage on securities, futures and options trading and interest income from margin and IPO financing from the Yeung Family for the years ending 31 March 2008, 31 March 2009 and 31 March 2010 being HK$5 million, HK$7.2 million, HK$10.5 million respectively, be and is hereby approved, confirmed and ratified;
(c) the annual cap for the maximum margin loan amount to be advanced to the Yeung Family for the years ending 31 March 2008, 31 March 2009 and 31 March 2010 being HK$32.6 million, HK$34.2 million and HK$35.9 million respectively, be and is hereby approved, confirmed and ratified;
(d) the annual cap for the commission and fee payment to the Yeung Family for the years ending 31 March 2008, 31 March 2009 and 31 March 2010, being HK$180,000, HK$210,000 and HK$220,000 respectively, be and is hereby approved, confirmed and ratified;

for identification purposes only

NOTICE OF SGM

(e) the annual cap for the maximum initial public offer loan amount to be advanced to the Yeung Family for each of the three years ending 31 March 2010 being HK$209.2 million, be and is hereby approved, confirmed and ratified; and
(f) any one of the directors of the Company be and is hereby authorized on behalf of the Company to sign, seal, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as he/ she may in his/ her discretion consider necessary or desirable for the purpose of or in connection with (a) to (e) above.
To consider and approve the re-election of Ms. Choi Suk Hing, Louisa as director of the Company.

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

Hong Kong, 27 March 2008

Registered Office: Principal Office: Clarendon House 24th Floor, 2 Church Street Emperor Group Centre, Hamilton HM 11 288 Hennessy Road, Bermuda Wanchai, Hong Kong

Notes:

(1) A member of the Company entitled to attend and vote at the SGM is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company but must be present in person to represent the member. A form of proxy for use at the SGM is enclosed herewith.
(2) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s share registrar, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.
(3) In the case of joint registered holders of any share in the capital of the Company (“Share”), any one of such persons may vote at the SGM, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto, but if more than one of such joint registered holders is present at the SGM, either personally or by proxy, that one of the said persons so present whose name stands first on the registrar of the members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
(4) Completion and return of the form of proxy will not preclude members from attending and voting at the SGM or any adjourned meeting if you so wish. If a member attends the SGM after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.
(5) The ordinary resolution no. 1 set out above will be voted by way of poll.

AI assistant

Emperor Capital Group Ltd. — Proxy Solicitation & Information Statement 2008

49418_rns_2008-03-26_37984c72-d401-4896-aa83-62bef18c0d25.pdf

CONTINUING CONNECTED TRANSACTIONS THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT AND THE YEUNG PROPOSED ANNUAL CAPS AND RE-ELECTION OF DIRECTOR

CSC Asia Limited

CONTENTS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

*

CONTINUING CONNECTED TRANSACTIONS THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT AND THE YEUNG PROPOSED ANNUAL CAPS AND RE-ELECTION OF DIRECTOR

INTRODUCTION

LETTER FROM THE BOARD

BACKGROUND

PROPOSED REVISION OF ANNUAL CAPS IN RELATION TO THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT

Previous Annual Caps

LETTER FROM THE BOARD

Historical transaction amounts

Yeung Proposed Annual Caps

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

REASONS FOR THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT AND THE REVISION OF THE PREVIOUS ANNUAL CAPS

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTOR

SGM

POLL PROCEDURE

LETTER FROM THE BOARD

RECOMMENDATION

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

CONTINUING CONNECTED TRANSACTIONS

THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT AND THE YEUNG PROPOSED ANNUAL CAPS

LETTER FROM CSC ASIA

To: The independent board committee and

CONTINUING CONNECTED TRANSACTIONS

THE REVISED YEUNG FINANCIAL SERVICES AGREEMENT AND THE YEUNG PROPOSED ANNUAL CAPS

INTRODUCTION

LETTER FROM CSC ASIA

LETTER FROM CSC ASIA

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

(I) Background of and reasons for the entering into of the Revised Yeung Financial Services Agreement

LETTER FROM CSC ASIA

LETTER FROM CSC ASIA

(II) Principal terms of the Revised Yeung Financial Services Agreement

(III) The Yeung Proposed Annual Caps

LETTER FROM CSC ASIA

(a) Commission and interest income from the Yeung Family

(b) Maximum margin loan amount to the Yeung Family

(c) Commission and fee payment payable to the Yeung Family

(d) Maximum IPO loan amount to the Yeung Family

LETTER FROM CSC ASIA

(IV) Annual review of the Revised Yeung Financial Services Agreement

LETTER FROM CSC ASIA

LETTER FROM CSC ASIA

RECOMMENDATIONS

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executives’ interests and short positions in the securities of the Company and its associated corporations

(i) Long positions in ordinary shares of HK$0.01 each of the Company

APPENDIX I

(ii) Long positions in underlying shares of the Company

(b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO and substantial shareholders

Long position in ordinary shares of HK$0.01 each of the Company:

3. SERVICE CONTRACTS

4. COMPETING INTERESTS

5. OTHER INTERESTS OF THE DIRECTORS

6. MATERIAL ADVERSE CHANGE

7. EXPERT AND CONSENT

8. DOCUMENTS AVAILABLE FOR INSPECTION

9. MISCELLANEOUS

APPENDIX II

Ms. Choi Suk Hing, Louisa

Executive Director

NOTICE OF SGM

*

Emperor Capital Group Ltd. Proxy Solicitation & Information Statement 2008