Emperor Capital Group Ltd. — Proxy Solicitation & Information Statement 2010

Apr 22, 2010

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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make 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 proVision oF FinanCial serViCes

independent financial adviser to the independent Board Committee and the independent shareholders

GUANGDONG SECURITIES LIMITED

A letter from the Independent Board Committee to the Independent Shareholders is set out on page 16 of this circular. A letter from Guangdong Securities, 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 is set out on pages 17 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 3:00 p.m. on Monday, 10 May 2010 is set out on pages 31 to 32 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 branch share registrar, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, 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

23 April 2010

ConTenTs

	Page
deFiniTions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
leTTer From The Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
leTTer From The independenT Board CommiTTee. . . . . . . . . . . . . . . . . . . . . . . 16
leTTer From GuanGdonG seCuriTies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
appendiX – General inFormaTion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
noTiCe oF sGm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

deFiniTions

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

“Agreements”	the Yeung Financial Services Agreement and the Emperor Group
	Financial Services Agreement
“Annual Caps”	the Yeung Proposed Annual Caps and the Emperor Group
	Proposed Annual Caps
“associate”	has the meaning ascribe thereto under the Listing Rules
“Board”	the Board of Directors
“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
“Director(s)”	director(s) of the Company
“EIHL”	Emperor International Holdings Limited, an exempted company
	incorporated in Bermuda, the shares of which are listed on the
	Stock Exchange under stock code 163
“Emperor Group”	EIHL, its subsidiaries and associates
“Emperor Group Financial	an agreement dated 26 March 2010 entered into between the
Services Agreement”	Company and EIHL in relation to the financial services to be
	provided by the Group to the Emperor Group
“Emperor Group Previous	the previously obtained annual caps of the transactions
Annual Caps”	contemplated under the previous Emperor Group Financial
	Services Agreement for the three years ended 31 March 2010
“Emperor Group Proposed	The annual caps for the transactions contemplated under the
Annual Caps”	Emperor Group Financial Services Agreement for each of the
	three years ending 30 September 2012
“Group”	the Company and its subsidiaries

1

deFiniTions

• “Guangdong Securities” or Guangdong Securities Limited, a licensed corporation to carry out “Independent Financial Adviser” type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO and the independent financial advisor appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Agreements together with the Annual Caps

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

• “Independent Board Committee” an independent committee of the Board comprised all the independent non-executive Directors formed for advising the Independent Shareholders in respect of the Agreements together with the 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” 21 April 2010, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules” the rules governing the listing of securities on the Stock Exchange

• “Previous Financial Services the agreement dated 4 March 2008 entered into between the Agreements” Company and EIHL in relation to the financial services provided by the Group to the Emperor Group and the agreement dated 4 March 2008 entered into between the Company and Ms. Daisy Yeung in relation to the financial services provided by the Group to the Yeung Family

• “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 Agreements and Annual Caps

• “Shareholder(s)” holder(s) of the Shares

2

deFiniTions

“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Yeung Family”	Ms. Daisy Yeung, the managing Director, and her associates
“Yeung Financial Services	an agreement dated 26 March 2010 entered into between the
Agreement”	Company and Ms. Daisy Yeung in relation to the financial
	services to be provided by the Group to the Yeung Family
“Yeung Previous Annual Caps”	the previously obtained annual caps of the transactions
	contemplated under the previous Yeung Financial Services
	Agreement for the three years ended 31 March 2010
“Yeung Proposed Annual Caps”	the annual caps for the transactions contemplated under the Yeung
	Financial Services Agreement for each of the three years ending
	30 September 2012
“HK$”	Hong Kong dollars
“%”	Per cent

3

leTTer From The Board

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(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

Directors:

Yeung, Daisy (Managing Director) Chan Pak Lam, Tom Choi Suk Hing, Louisa Fung Chi Kin Kwok Chi Sun, Vincent Cheng Wing Keung, Raymond*

• Independent Non-executive Directors

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

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

23 April 2010

To the Shareholders,

Dear Sir or Madam,

ConTinuinG ConneCTed TransaCTions proVision oF FinanCial serViCes

BaCKGround

The term of the Previous Financial Services Agreements dated 4 March 2008 expired on 31 March 2010. Pursuant to the Previous Financial Services Agreements, the Group provided financial services to the Yeung Family and the Emperor Group in accordance with the terms and conditions thereof. In order for the Group to continue to provide such financial services to the Yeung Family and the Emperor Group, the Company entered into (i) the Yeung Financial Services Agreement; and (ii) the Emperor Group Financial Services Agreement with the relevant parties on 26 March 2010.

• for identification purposes only

4

leTTer From The Board

The purpose of this circular is to provide you with (i) further information in respect of the Agreements; (ii) the letter from Guangdong Securities containing its advice to the Independent Board Committee and the Independent Shareholders with regard to the Agreements and the Annual Caps; (iii) the recommendation of the Independent Board Committee to the Independent Shareholders in relation to the Agreements and the Annual Caps; and (iv) a notice convening the SGM at which an ordinary resolution will be proposed to seek the Independent Shareholders’ approval for the Agreements and the Annual Caps.

The YeunG FinanCial serViCes aGreemenT

Pursuant to the Yeung Financial Services Agreement dated 26 March 2010 entered into between the Company and Ms. Daisy Yeung, the Group has agreed to (i) provide financial services including brokerage services for securities, futures and options trading; (ii) provide margin loans to the Yeung Family; and (iii) provide IPO loans to the Yeung Family from time to time on normal commercial terms and at rates no more favourable than those available to other Independent Third Parties commencing from 1 April 2010 up to 30 September 2012. Items (i), (ii) and (iii) are collectively referred to as the “Yeung Financial Services”. Detailed rates and payment terms will be specified in the individual contracts governing the particular transactions. Under the Yeung Financial Services Agreement, the Group has also agreed to 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 to the Yeung Family than rates charged by other Independent Third Parties. Detailed rates and payment terms will be specified in the individual contracts governing the particular transactions.

In determining the annual caps under the Yeung Financial Services Agreement, the Directors have categorized the transactions under the Yeung Financial Services Agreement into four types:

• (i) commission, brokerage and interest income to be received from the Yeung Family for the Group’s provision of the Yeung Financial Services;

• (ii) margin loans to be provided to the Yeung Family;

• (iii) IPO loans to be provided to the Yeung Family; and

• (iv) commission and fee to be paid to the Yeung Family for their acting as placees for securities underwritten or placed by the Group.

5

leTTer From The Board

Yeung previous annual Caps

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

(i) Commission and brokerage on dealing in securities, futures and options trading and interest income from margin and IPO financings 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 previous annual Caps For the financial year ended 31 march 2008 2009 2010 HK$’000 HK$’000 HK$’000 5,000 7,200 10,500 32,600 34,200 35,900 209,200 209,200 209,200 180 210 220 246,980 250,810 255,820	Yeung previous annual Caps For the financial year ended 31 march 2008 2009 2010 HK$’000 HK$’000 HK$’000 5,000 7,200 10,500 32,600 34,200 35,900 209,200 209,200 209,200 180 210 220 246,980 250,810 255,820
		255,820

6

leTTer From The Board

historical transactions amounts

Set out below are the historical transaction amounts between the Yeung Family and the Group for the two years ended 31 March 2009 and the six months ended 30 September 2009:

				For the six
		For	the year ended	months ended
			31 march	30 september
		2008	2009	2009
		HK$’000	HK$’000	HK$’000
(i)	Commission and brokerage on dealing
	in securities, futures and options trading
	and interest income from margin and IPO
	financings from the Yeung Family	3,203	1,476	1,094
(ii)	Maximum margin loan amount to
	the Yeung Family	13,313	33,920	9,363
(iii)	Maximum IPO loan amount to
	the Yeung Family	36,781	32,309	207,638
(iv)	Commission and fee payment to
	the Yeung Family	nil	nil	108

7

leTTer From The Board

Yeung proposed annual Caps

Set out below are the Yeung Proposed Annual Caps for The Yeung Financial Services Agreement:

(i) Commission and brokerage on dealing in securities, futures and options trading and interest income from margin and IPO financings 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 financial year ending 30 september 2010 2011 2012 HK$’000 HK$’000 HK$’000 (Note) 10,500 10,500 10,500 40,000 40,000 40,000 250,000 250,000 250,000 500 500 500 301,000 301,000 301,000	Yeung proposed annual Caps For the financial year ending 30 september 2010 2011 2012 HK$’000 HK$’000 HK$’000 (Note) 10,500 10,500 10,500 40,000 40,000 40,000 250,000 250,000 250,000 500 500 500 301,000 301,000 301,000
		301,000

Note: The financial year end of the Company has been changed from 31 March to 30 September, details of which are stated in the announcement of the Company dated 25 March 2009. The above cap amount includes the amount paid/received by the Group during 1 October 2009 to 31 March 2010 pursuant to the Previous Financial Services Agreements.

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

(i) Commission and interest income from the Yeung Family

• the monthly 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 from 1 October 2008 to 28 February 2010;

• the expected interest income from IPO financing to be advanced to the Yeung Family for the three financial years ending 30 September 2012.

8

leTTer From The Board

• (ii) Maximum margin loan amounts to the Yeung Family

• the monthly growth rate of the Group’s interests income from margin and IPO loans from 1 October 2008 to 28 February 2010; and

• the highest amount of margin loans advanced to the Yeung Family for the six months period from 1 April 2009 to 30 September 2009 and the two years ended 31 March 2009.

• (iii) IPO financing to the Yeung Family

• the monthly growth rate of the Group’s interests income from margin and IPO loans from 1 October 2008 to 28 February 2010; and

• the highest of the historical maximum amount of IPO loan advanced to the Yeung Family for the two years ended 31 March 2009 and the six months ended 30 September 2009.

• (iv) 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 October 2008 to 28 February 2010;

• the amount of Group’s placing and underwriting expenses with reference for the period from 1 October 2008 to 28 February 2010;

• the increasing opportunities for the Group being the placing agent, underwriter or subunderwriter for securities in view of the recent market sentiment; and

• the increasing placing opportunities which the Yeung Family will be interested to participate.

emperor Group FinanCial serViCes aGreemenT

Pursuant to the Emperor Group Financial Services Agreement dated 26 March 2010 entered into between the Company and EIHL, the Group has agreed to (i) provide financial services including brokerage services for securities, futures and options trading and act as placing agent, underwriter or subunderwriter for the listed members of the Emperor Group; (ii) provide margin loans to the Emperor Group; and (iii) provide IPO loan to the Emperor Group from time to time on normal commercial terms and at rates no more favourable than those available to other Independent Third Parties commencing from 1 April 2010 up to 30 September 2012. Items (i), (ii) and (iii) are collectively referred to as the “Emperor Group Financial Services”. Detailed rates and payment terms will be specified in the individual contracts governing the particular transactions.

9

leTTer From The Board

In determining the annual caps under the Emperor Group Financial Services Agreement, the Directors have categorized the transactions under the Emperor Group Financial Services Agreement into three types:

• (i) commission, brokerage and interest income to be received from the Emperor Group for the Group’s provision of the Emperor Group Financial Services;

• (ii) margin loans to be provided to the Emperor Group; and

• (iii) IPO loans to be provided to the Emperor Group.

emperor Group previous annual Caps

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

(i) Commission and brokerage on dealing in securities, futures and options trading and interest income from margin and IPO financings from the Emperor Group (ii) Maximum margin loan amount to the Emperor Group (iii) Maximum IPO loan amount to the Emperor Group Total	2008 HK$’000 4,100 1,600 2,500 8,200	emperor Group previous annual Caps For the financial year ended 31 march 2009 2010 HK$’000 HK$’000 4,100 4,100 1,600 1,600 2,500 2,500 8,200 8,200	emperor Group previous annual Caps For the financial year ended 31 march 2009 2010 HK$’000 HK$’000 4,100 4,100 1,600 1,600 2,500 2,500 8,200 8,200
			8,200

10

leTTer From The Board

historical transactions amounts

Set out below are the historical transaction amounts between the Emperor Group and the Group for the two years ended 31 March 2009 and the six months ended 30 September 2009:

				For the six
		For	the year ended	months ended
			31 march	30 september
		2008	2009	2009
		HK$’000	HK$’000	HK$’000
(i)	Commission and brokerage on dealing
	in securities, futures and options trading
	and interest income from margin and IPO
	financings from the Emperor Group	141	nil	2
(ii)	Maximum margin loan amount to
	the Emperor Group	nil	nil	nil
(iii)	Maximum IPO loan amount to
	the Emperor Group	nil	nil	nil

11

leTTer From The Board

emperor Group proposed annual Caps

Set out below are the Emperor Group Proposed Annual Caps for the Emperor Group Financial Services Agreement:

(i) Commission and brokerage on dealing in securities, futures and options trading and interest income from margin and IPO financings from the Emperor Group (ii) Maximum margin loan amount to the Emperor Group (iii) Maximum IPO loan amount to the Emperor Group Total	2010 HK$’000 (Note) 8,000 1,600 2,500 12,100	emperor Group proposed annual Caps For the financial year ending 30 september 2011 2012 HK$’000 HK$’000 9,000 10,000 1,600 1,600 2,500 2,500 13,100 14,100	emperor Group proposed annual Caps For the financial year ending 30 september 2011 2012 HK$’000 HK$’000 9,000 10,000 1,600 1,600 2,500 2,500 13,100 14,100
			14,100

Note: The financial year end of the Company has been changed from 31 March to 30 September, details of which are stated in the announcement of the Company dated 25 March 2009. The above cap amount includes the amount paid/received by the Group during 1 October 2009 to 31 March 2010 pursuant to the Previous Financial Services Agreements.

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

• (i) Commission and interest income from the Emperor Group

• the Group has been acting as placing agents for the listed companies of the Emperor Group and the amount of commission income for placing, underwriting and sub-underwriting services to be provided to the Emperor Group is expected to increase as it is anticipated that there will be an increase in number of fund raising exercise to be carried out by the listed members of the Emperor Group and there will be increase in the amount of fund raised in light of the recent market sentiments;

• the amount of the Group’s commission income for placing, underwriting and subunderwriting services to be provided to the Emperor Group for the period from 1 October 2008 to 28 February 2010;

12

leTTer From The Board

• the expected interest income from IPO loans with reference to the expected amount of IPO loans to be advanced to the Emperor Group for each of the three years ending 30 September 2012.

• (ii) Maximum margin loans amounts to the Emperor Group

• the annual amount for the year ended 31 March 2010 under the Previous Annual Caps obtained under the Emperor Group Financial Services Agreement for will remain applicable, and it is expected that the same amount will be sufficient for the two years ending 30 September 2012 as the trading activities of the Emperor Group have been stable throughout the years.

• (iii) IPO financing to the Emperor Group

• the annual amount for the year ended 31 March 2010 under the Previous Annual Caps obtained under the Emperor Group Financial Services Agreement will remain applicable and it is expected that the same amount will be sufficient for each of the three years ending 30 September 2012 as the trading activities of the Emperor Group have been stable throughout the years.

reasons For The proposed FinanCial serViCes aGreemenTs

The Company is an investment company and its subsidiaries are principally engaged in the provision of financial services in Hong Kong, including (i) brokerage services for securities, futures and options, (ii) providing margin and IPO financings as well as loans and advances to its clients, and (iii) corporate finance advisory and wealth management services.

The Directors consider that under the recovery of the economy and securities market after the financial tsunami, the entering into of the Yeung Financial Services Agreement and the Emperor Group Financial Services Agreement allow flexibility for the Group to continue to provide the financial services to the Yeung Family and the Emperor Group which is in line with the dedication of the Group in expanding its business. The Directors (excluding the independent non-executive Directors) consider that the Yeung Financial Services Agreement and the Emperor Group Financial Services Agreement are on normal commercial terms, in the ordinary course of business of the Group, fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

lisTinG rules impliCaTions

Ms. Daisy Yeung is the managing director of the Company and other members of the Yeung Family are defined as her associates under the Listing Rules. As such, the transactions contemplated under the Yeung Financial Services Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

The applicable percentage ratios calculated with reference to the Yeung Proposed Annual Caps exceed 2.5%, and the annual amount exceeds HK$10 million. Accordingly, the Yeung Financial Services Agreement and the Yeung Proposed Annual Caps are subject to reporting, announcement and the Independent Shareholders’ approval requirements under the Listing Rules.

13

leTTer From The Board

The Company is owned as to approximately 47.90% indirectly by The Albert Yeung Discretionary Trust (“AY Trust”), a discretionary trust of which Dr. Yeung Sau Shing, Albert is a founder. Dr. Yeung is a member of the Yeung Family and he is deemed to be a controlling shareholder of the Company. Dr. Yeung is also deemed as a controlling shareholder of EIHL. As such, the Emperor Group is defined as connected person under Chapter 14A of the Listing Rules. EIHL is an investment holding company and its subsidiaries are principally engaged in property investment and development as well as hotel and gaming operations.

The applicable percentage ratios calculated with reference to the Emperor Group Proposed Annual Caps exceed 2.5%, and the annual amount exceeds HK$10 million. Accordingly, the Emperor Group Financial Services Agreement and the Emperor Group Proposed Annual Caps are subject to reporting, announcement and the Independent Shareholders’ approval requirements under the Listing Rules.

A SGM will be convened for the Independent Shareholders to approve the Agreements and the Annual Caps. Ms. Daisy Yeung and her associates, currently holding 414,728,302 shares (representing approximately 47.90% of the issued share capital of the Company), will abstain from voting in respect of the ordinary resolution proposed to approve the Agreements and Annual Caps at the SGM.

speCial General meeTinG

The SGM will be held at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong at 3:00 p.m. on Monday, 10 May 2010. A notice convening the SGM is set out on pages 31 to 32 of this circular. An ordinary resolution will be proposed at the SGM for the Independent Shareholders to approve the Agreements and the Annual Cap. In compliance with the Listing Rules, the ordinary resolution will be voted by way of poll and the results of the SGM will be published after the SGM.

Enclosed is a form of proxy for use at the SGM. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

reCommendaTion

Guangdong Securities has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders with regard to the Agreements and the Annual Caps. The text of the letter of the advice from Guangdong Securities containing its recommendation and the principal factors it has taken into account in arriving at its recommendation are set out on pages 17 to 26 of this circular.

The Independent Board Committee, having taken into account the advice of Guangdong Securities, considers that the terms of the Agreements are fair and reasonable so far as the Independent Shareholders are concerned and are in the interest of the Company and the Independent Shareholders as a whole. The full text of the letter from the Independent Board Committee is set out on page 16 of this circular.

14

leTTer From The Board

addiTional inFormaTion

Your attention is drawn to the letter from the Independent Board Committee, the letter of advice from Guangdong Securities, and the information set out in the Appendix to this circular.

By order of the Board of emperor Capital Group limited daisy Yeung Managing Director

15

leTTer From The independenT Board CommiTTee

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(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

23 April 2010

To the Independent Shareholders

Dear Sir or Madam,

ConTinuinG ConneCTed TransaCTions proVision oF FinanCial serViCes

We have been appointed as members of the Independent Board Committee to consider the terms of the Agreements and the Annual Caps, details of which are set out in the “Letter from the Board” in a circular dated 23 April 2010 to the Shareholders (the “Circular”), of which this letter forms a part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

Your attention is drawn to “Letter from Guangdong Securities”, containing its advice to us and the Independent Shareholders regarding the fairness and reasonableness of the terms and conditions of the Agreements and the Annual Caps. Details of its advice are set out on pages 17 to 26 of the Circular. Your attention is also drawn to the letter from the Board set out on pages 4 to 15 of the Circular.

Having considered the advice and recommendation of Guangdong Securities, we are of the opinion that the terms of the Agreements and the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. We, therefore, recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Agreements and the Annual Caps.

Yours faithfully,

emperor CapiTal Group limiTed

Fung Chi Kin

Kwok Chi sun, Vincent Cheng Wing Keung, raymond Independent Board Committee

• For identification purposes only

16

leTTer From GuanGdonG seCuriTies

Set out below is the text of a letter received from Guangdong Securities, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders regarding the Yeung Financial Services Agreement, the Emperor Group Financial Services Agreement and the respective transactions contemplated thereunder for the purpose of inclusion in this circular.

==> picture [255 x 44] intentionally omitted <==

Units 2505-06, 25/F. Low Block of Grand Millennium Plaza 181 Queen’s Road Central Hong Kong

23 April 2010

• To: The independent board committee and the independent shareholders

of Emperor Capital Group Limited

Dear Sirs,

ConTinuinG ConneCTed TransaCTions

inTroduCTion

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to (i) the Yeung Financial Services Agreement, the Emperor Group Financial Services Agreement (collectively, the “ new Financial services agreements ”) and the respective transactions contemplated thereunder; and (ii) the Yeung Proposed Annual Caps and the Emperor Group Proposed Annual Caps (collectively, the “ proposed Caps ”), details of which are set out in the letter from the Board (the “ Board letter ”) contained in the circular dated 23 April 2010 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

Reference is made to the announcement and the circular of the Company dated 6 March 2008 and 27 March 2008 respectively regarding the Previous Financial Services Agreements. Pursuant to the Previous Financial Services Agreements dated 4 March 2008, the Group provided financial services to the Yeung Family and the Emperor Group; and the Yeung Family acted as placees for the securities underwritten or placed by the Group from 1 April 2007 until the end of the term on 31 March 2010. In order for the Group to continue to provide such financial services to the Yeung Family and the Emperor Group; and for the Yeung Family to act as placees for the securities to be underwritten or placed by the Group, the Company entered into (i) the Yeung Financial Services Agreement; and (ii) the Emperor Group Financial Services Agreement with Ms. Daisy Yeung and EIHL respectively on 26 March 2010.

As at the date of the New Financial Services Agreements, the Yeung Family and the Emperor Group are connected persons of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the New Financial Services Agreements therefore constitute continuing connected transactions for the Company.

17

leTTer From GuanGdonG seCuriTies

As the applicable percentage ratios calculated with reference to each of the Proposed Caps exceeds 2.5%, and the annual amounts of the Proposed Caps exceed HK$10 million, the New Financial Services Agreements constitute non-exempt continuing connected transactions for the Company. Accordingly, the New Financial Services Agreements and the respective transactions contemplated thereunder, and the Proposed Caps are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The SGM whereby Ms. Daisy Yeung and her associates shall abstain from voting will be held to approve the New Financial Services Agreements and the transactions contemplated thereunder, and the Proposed Caps.

An Independent Board Committee comprising Mr. Fung Chi Kin, Mr. Kwok Chi Sun, Vincent and Mr. Cheng Wing Keung, Raymond (all being independent non-executive Directors) has been established to advise the Independent Shareholders on (i) whether or not the transactions contemplated under the New Financial Services Agreements are on normal commercial terms, in the ordinary and usual course of business of the Company, and in the interests of the Company and the Shareholders as a whole; (ii) whether or not the terms of the New Financial Services Agreements and the Proposed Caps are fair and reasonable so far as the Independent Shareholders are concerned; and (iii) whether or not the Independent Shareholders should vote in favour of the ordinary resolutions to approve the New Financial Services Agreements and the respective transactions contemplated thereunder, and the Proposed Caps at the SGM. We, Guangdong Securities Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

Basis oF our opinion

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. 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. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in the Circular misleading.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company and the Emperor Group or their respective subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the entering into of the New Financial Services Agreements. In addition, we

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have no obligation to update this opinion to take into account events occurring after the issue of this letter. Nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, the sole responsibility of Guangdong Securities is to ensure that such information has been correctly extracted from the relevant sources.

prinCipal FaCTors and reasons Considered

In arriving at our opinion in respect of the New Financial Services Agreements and the Proposed Caps, we have taken into consideration the following principal factors and reasons:

(1) Background of the continuing connected transactions

Business overview of the Group

As referred to in the Board Letter, the Company is an investment company and its subsidiaries are principally engaged in the provision of financial services in Hong Kong, including (i) brokerage services for securities, futures and options; (ii) providing margin and IPO financings as well as loans and advances to clients; and (iii) corporate finance advisory and wealth management services. With this being the case, we are of the view that the entering into of the New Financial Services Agreements is conducted in the ordinary and usual course of business of the Company.

With reference to the annual report of the Company for the 18 months ended 30 September 2009 and as further advised by the Directors, the Directors are optimistic about the stock market and are of the opinion that fund raising by ways of IPOs and secondary share placements on the Stock Exchange have recovered moderately in a gradual pace. Moreover, leverage on strong connections and extensive experiences of the Group in the market, the Group has also actively participated in a number of fund raising activities, such as rights issue, placing, open offer and IPO, subsequent to 30 September 2009.

Information on the Yeung Family

The Yeung Family is referred to as Ms. Daisy Yeung, the managing Director, and her associates.

Information on the Emperor Group

The Emperor Group is referred to EIHL, its subsidiaries and associates.

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Reasons for the entering into of the New Financial Services Agreements

According to the Board Letter, the Directors consider that under the recovery of the economy and securities market after the financial tsunami, the entering into of the New Financial Services Agreements allows the flexibility of the Group to continue to provide financial services to the Yeung Family and the Emperor Group, which is in line with the dedication of the Group in expanding its business.

We have further enquired into the Directors regarding the reasons for the entering into of the New Financial Services Agreements and were advised by the Directors that the Group has been providing financial services to the Yeung Family for years. In this relation, we noted that for the 18 months ended 30 September 2009, the amounts of commission and brokerage on dealing in securities, futures and options trading and interest income from margin IPO financings from the Yeung Family of approximately HK$2.57 million represented approximately 1.8% of the Group’s total revenue during the same said period. In addition, the Yeung Family had also acted as placees for securities underwritten or placed by the Group for the six months ended 30 September 2009. Given the historical and expected contribution of the Yeung Family to the Group’s revenue and underwriting/placing activities, the Directors consider that it is for the Group’s benefit to maintain continuing business relationship with the Yeung Family.

With regard to the Emperor Group, as advised by the Directors, the Group has been providing financial services to the Emperor Group for years. Although the amounts of commission and brokerage on dealing in securities, futures and options trading and interest income from margin IPO financings from the Emperor Group for the year ended 31 March 2008 and the 18 months ended 30 September 2009 were relatively immaterial, the Directors confirmed that the sum of such commission and brokerage and interest income had increased to approximately HK$3.96 million for the six months ended 31 March 2010. Given the historical and expected contribution of the Emperor Group to the Group’s revenue, the Directors are of the view that it is for the Group’s benefit to maintain continuing business relationship with the Emperor Group.

Having considered that (i) the Directors are optimistic about the stock market and the Group has also actively participated in a number of fund raising activities subsequent to 30 September 2009; (ii) the New Financial Services Agreements allow the flexibility of the Group to continue to provide financial services to the Yeung Family and the Emperor Group which is in line with the dedication of the Group in expanding its business; (iii) the historical and expected contribution of the Yeung Family to the Group’s revenue and underwriting/placing activities; and (iv) the historical and expected contribution of the Emperor Group to the Group’s revenue, we concur with the Directors that the entering into of the New Financial Services Agreements with Ms. Daisy Yeung and EIHL respectively is in the interests of the Company and the Shareholders as a whole.

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(2) principal terms of the Yeung Financial services agreement

The following table tabulates a summary of the major terms of the Yeung Financial Services Agreement (details of which are contained under the section headed “The Yeung Financial Services Agreement” of the Board Letter):

Date: 4 March 2010 Effective period: From 1 April 2010 to 30 September 2012 (both days inclusive) Parties: the Company Ms. Daisy Yeung Nature of transaction: Pursuant to the Yeung Financial Services Agreement, the Group has agreed to (i) provide financial services including brokerage services for securities, futures and options trading; (ii) provide margin loans to the Yeung Family; and (iii) provide IPO loans to the Yeung Family from time to time. The Group has also agreed to pay commission and fee to the Yeung Family for their acting as placees for the securities underwritten or placed by the Group.

The Yeung Proposed Annual Caps:

Set out below are the Yeung Proposed Annual Caps under the Yeung Financial Services Agreement:

		The Yeung proposed annual Caps	The Yeung proposed annual Caps	The Yeung proposed annual Caps
		For the financial		year
		ending 30 september
		2010(Note)	2011	2012
		HK$’000	HK$’000	HK$’000
(i)	Commission and brokerage on dealing in securities,
	futures and options trading and interest income
	from margin and IPO financings from the Yeung Family	10,500	10,500	10,500
(ii)	Maximum margin loan amount to the Yeung Family	40,000	40,000	40,000
(iii)	Maximum IPO loan amount to the Yeung Family	250,000	250,000	250,000
(iv)	Commission and fee payment to the Yeung Family	500	500	500
Total		301,000	301,000	301,000

Note:

The financial year end of the Company has been changed from 31 March to 30 September, details of which are stated in the announcement of the Company dated 25 March 2009. The above cap amount includes the amount paid/received by the Group from 1 October 2009 to 31 March 2010 pursuant to the Previous Financial Services Agreements.

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As extracted from the Board Letter, the Yeung Previous Annual Caps were HK$246,980,000, HK$250,810,000 and HK$255,820,000 respectively for each of the three years ended 31 March 2010 and had been utilised by the Yeung Family continuously although not in a regular pattern during the said years. The Yeung Proposed Annual Caps do not represent an over-substantial rise as compared to the Yeung Previous Annual Cap for the year ended 31 March 2010.

Other terms of the Yeung Financial Services Agreement

Pursuant to the terms of the Yeung Financial Services Agreement, the provision of the Yeung Financial Services by the Company to the Yeung Family shall be on normal commercial terms and at rates no more favourable than those available to other Independent Third Parties. In addition, the commission and fee to be paid by the Group to the Yeung Family shall also be on normal commercial terms and at rates no more favourable to the Yeung Family than rates charged by other Independent Third Parties.

For our due diligence purpose, we have reviewed (i) the Group’s internal record of the Yeung Family and the Independent Third Parties regarding their respective dealing in securities, futures and options trading, margin financing, IPO financing; and (ii) the placing letters entered into between (a) the Group and the Yeung Family and (b) the Group and Independent Third Parties, for their acting as placees for the securities underwritten or placed by the Group. We noted that all of the aforesaid internal record indicates that similar terms and clauses were offered to the Yeung Family and the Independent Third Parties.

Based on the terms of the Yeung Financial Services Agreement as summarised above and the findings from our comparison, we are of the view that the terms of the Yeung Financial Services Agreement are fair and reasonable so far as the Independent Shareholders are concerned.

(3) Basis of the Yeung proposed annual Caps

The Yeung Proposed Annual Caps were determined by the Company after taking into consideration the principal factors as set out under the section headed “Yeung Proposed Annual Caps” of the Board Letter.

In assessing the fairness and reasonableness of the Yeung Proposed Annual Caps, we have requested and obtained (i) the monthly 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 from 1 October 2008 to 28 February 2010; (ii) the historical amounts of margin loans and IPO loan advanced to the Yeung Family for the two years ended 31 March 2009 and the six months ended 30 September 2009; (iii) the amounts 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 October 2008 to 28 February 2010; and (iv) the amount of the Group’s placing and underwriting expenses for the period from 1 October 2008 to 28 February 2010. In addition, we have also discussed with the Directors regarding those principal factors for determining the Yeung Proposed Annual Caps. Given the recent market sentiment, the Directors are optimistic about the vitality of the securities market in Hong Kong in the short to medium run.

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From the statistics released by the Stock Exchange in the Stock Exchange Fact Book 2008 and the Stock Exchange Fact Book 2009, around 2,217,000 million shares were traded on the main board of the Stock Exchange in December 2009, as compared to the volume of 1,271,000 million traded shares in December 2008. In 2009, there were 64 newly listed companies on the main board of the Stock Exchange while in 2008, there were only 29 newly listed companies. Moreover, the total amount of equity funds raised on the main board of the Stock Exchange had expanded from around HK$418,000 million in 2008 to HK$638,000 million in 2009.

In view of the above basis and assumptions of determining the Yeung Proposed Annual Caps as well as the favourable stock market statistics as presented above, we consider that the Yeung Proposed Annual Caps, which do not represent an over-substantial rise as compared to the Yeung Previous Annual Cap for the year ended 31 March 2010, are fair and reasonable so far as the Independent Shareholders are concerned.

Shareholders should note that as the Yeung Proposed Annual Caps are relating to future events and are estimated based on assumptions which may or may not remain valid for the entire period up to 30 September 2012, they do not represent forecasts of revenue to be generated from the transactions contemplated under the Yeung Financial Services Agreement. Consequently, we express no opinion as to how closely the actual revenue to be generated and/or actual cost to be spent under the Yeung Financial Services Agreement will correspond with the Yeung Proposed Annual Caps.

(4) principal terms of the emperor Group Financial services agreement

The following table tabulates a summary of the major terms of the Emperor Group Financial Services Agreement (details of which are contained under the section headed “Emperor Group Financial Services Agreement” of the Board Letter): Date: 4 March 2010 Effective period: From 1 April 2010 to 30 September 2012 (both days inclusive) Parties: the Company EIHL Nature of transaction: Pursuant to the Emperor Group Financial Services Agreement, the Group has agreed to (i) provide financial services including brokerage services for securities, futures and options trading and act as placing agent, underwriter or sub-underwriter for the listed members of the Emperor Group; (ii) provide margin loans to the Emperor Group; and (iii) provide IPO loan to the Emperor Group from time to time.

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The Emperor Group Proposed Annual Caps:

Set out below are the Emperor Group Proposed Annual Caps under the Emperor Group Financial Services Agreement:

(i) Commission and brokerage on dealing in securities, futures and options trading and interest income from margin and IPO financings from the Emperor Group (ii) Maximum margin loan amount to the Emperor Group (iii) Maximum IPO loan amount to the Emperor Group Total	The emperor Group proposed annual Caps For the financial year ending 30 september 2010 2011 2012 HK$’000 HK$’000 HK$’000 8,000 9,000 10,000 1,600 1,600 1,600 2,500 2,500 2,500 12,100 13,100 14,100	The emperor Group proposed annual Caps For the financial year ending 30 september 2010 2011 2012 HK$’000 HK$’000 HK$’000 8,000 9,000 10,000 1,600 1,600 1,600 2,500 2,500 2,500 12,100 13,100 14,100
		14,100

Note:

The financial year end of the Company has been changed from 31 March to 30 September, details of which are stated in the announcement of the Company dated 25 March 2009. The above cap amount includes the amount paid/received by the Group during 1 October 2009 to 31 March 2010 pursuant to the Previous Financial Services Agreements.

Other terms of the Emperor Group Financial Services Agreement

Pursuant to the terms of the Emperor Group Financial Services Agreement, the provision of the Emperor Group Financial Services by the Company to the Emperor Group shall be on normal commercial terms and at rates no more favourable than those available to other Independent Third Parties.

For our due diligence purpose, we have reviewed the Group’s internal record of the Emperor Group and the Independent Third Parties regarding their respective dealing in securities, futures and options trading. We noted that all of the aforesaid internal record indicates that similar terms and clauses were offered to the Emperor Group and the Independent Third Parties.

Based on the terms of the Emperor Group Financial Services Agreement as summarised above and the findings from our comparison, we are of the view that the terms of the Emperor Group Financial Services Agreement are fair and reasonable so far as the Independent Shareholders are concerned.

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(5) Basis of the emperor Group proposed annual Caps

The Emperor Group Proposed Annual Caps were determined by the Company after taking into consideration the principal factors as set out under the section headed “Emperor Group Proposed Annual Caps” of the Board Letter.

In assessing the fairness and reasonableness of the Emperor Group Proposed Annual Caps, we have obtained (i) record of the Group acting as placing agents for the listed companies within the Emperor Group; and (ii) the amount of the Group’s commission income from the provision of placing, underwriting and sub-underwriting services to the Emperor Group for the period from 1 October 2008 to 28 February 2010. In addition, we have discussed with the Directors regarding those principal factors for determining the Emperor Group Proposed Annual Caps. As mentioned under the section headed “Reasons for the entering into of the New Financial Services Agreements” of this letter, the sum of commission and brokerage on dealing in securities, futures and options trading and interest income from margin IPO financings from the Emperor Group had increased to approximately HK$3.96 million for the six months ended 31 March 2010, which is close to the Previous Annual Cap for the year ended 31 March 2010. Given also the recent market sentiment, the Directors are optimistic about the vitality of the securities market in Hong Kong in the short to medium run, and are of the view that there is necessity to increase the Emperor Group Proposed Annual Caps of commission and brokerage on dealing in securities, futures and options trading and interest income from margin IPO financings from the Emperor Group. During our discussion with the Directors, we have further enquired them regarding the sufficiency of the maximum margin loans amount and IPO loan amount for the three years ending 30 September 2012. In this respect, we understand that the Directors are of the opinion that the annual amount for the year ended 31 March 2010 under the Previous Annual Caps will be sufficient for each of the three years ending 30 September 2012.

In view of aforementioned basis and assumptions of determining the Emperor Group Proposed Annual Caps as well as the favourable stock market statistics as presented under the previous section, we consider that the Emperor Group Proposed Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned.

Shareholders should note that as the Emperor Group Proposed Annual Caps are relating to future events and are estimated based on assumptions which may or may not remain valid for the entire period up to 30 September 2012, they do not represent forecasts of revenue to be generated from the transactions contemplated under the Emperor Group Financial Services Agreement. Consequently, we express no opinion as to how closely the actual revenue to be generated and/or actual cost to be spent under the Emperor Group Financial Services Agreement will correspond with the Emperor Group Proposed Annual Caps.

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(6) listing rules implication

The Directors confirmed that the Company shall comply with the requirements of Rules 14A.37 to 14A.41 of the Listing Rules pursuant to which (i) the values of the transactions contemplated under the New Financial Services Agreements must be restricted by way of cap amounts for the three years ending 30 September 2012; (ii) the terms of the transactions contemplated under the New Financial Services Agreements must be reviewed by the independent non-executive Directors annually; (iii) details of independent non-executive Directors’ annual review on the terms of the transactions contemplated under the New Financial Services Agreements must be included in the Company’s subsequent published annual reports and financial accounts. Moreover, it is also required by the Listing Rules that the auditors of the Company must provide a letter to the Board confirming, amongst others, that the transactions contemplated under the New Financial Services Agreements are carried out in accordance with the pricing policies of the Company and that the Proposed Caps are not being exceeded, or that if there is any material amendment to the terms of the New Financial Services Agreements, the Company, as confirmed by the Directors, shall comply with the applicable provisions of the Listing Rules governing continuing connected transactions. In view of the above stipulated requirements for the New Financial Services Agreements pursuant to the Listing Rules, we are of the view that there are adequate measures in place to monitor the transactions contemplated under the New Financial Services Agreements and hence the interest of the Independent Shareholders would be safeguarded.

reCommendaTion

Having considered the above factors and reasons, we are of the opinion that (i) the terms of the New Financial Services Agreements and the Proposed Annual Caps are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; (ii) the entering into of the New Financial Services Agreements is conducted in the ordinary and usual course of business of the Company and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the SGM to approve the New Financial Services Agreements and the respective transactions contemplated thereunder, and the Proposed Caps and we recommend the Independent Shareholders to vote in favour of the resolutions in this regard.

Yours faithfully, For and on behalf of

Guangdong securities limited Graham lam Managing Director

26

General inFormaTion

appendiX

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) interests of directors

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company and their respective associates 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 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 were taken or deemed to have under such provisions of the SFO), the Model Code for Securities Transactions by Directors of Listed Issuers and which were required to be entered in the register maintained by the Company pursuant to Section 352 of the SFO were as follows:

• (i) Long position in the Shares

			approximate
			percentage
			of the existing
	Capacity/	number of	issued
name of director	nature of interest	shares	share capital
Ms. Daisy Yeung_(Note)_	Beneficiary of a trust	414,728,302	47.90%

Note: The 414,728,302 Shares were held by Win Move Group Limited (“Win Move”). The entire issued share capital of Win Move was indirectly held by STC International Limited, being the trustee of the AY Trust, a discretionary trust under which Ms. Daisy Yeung is one of the eligible beneficiaries.

• (ii) Long positions in underlying shares of the Company

			approximate
			percentage of
		number of	the existing
	Capacity/	underlying	issued
name of director	nature of interest	shares	share capital
Ms. Daisy Yeung_(Note)_	Beneficial owner	3,000,000	0.35%
Mr. Chan Pak Lam, Tom	Beneficial owner	3,000,000	0.35%
(Note)

27

General inFormaTion

appendiX

Note: These are share options granted to the Directors on 28 January 2008 pursuant to the existing share option scheme of the Company.

Saved as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company and their associates had any interests or short positions in any Shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which 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 were taken or deemed to have under such provisions of the SFO), the Model Code for Securities Transactions by Directors of Listed Issuers and which were required to be entered in the register maintained by the Company pursuant to Section 352 of the SFO.

(b) interests of substantial shareholders

As at the Latest Practicable Date, so far as is known to the Directors or the chief executive of the Company, the following persons (other than a Director or chief executive of the Company) had an interest or short position in the Shares and underlying Shares which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register maintained by the Company pursuant to Section 336 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 the Company or any other members of the Group:

Long position in the Shares

			approximate
		number of	percentage
	shares interested		of the existing
	Capacity/	or deemed	issued
name of shareholder	nature of interest	to be interested	share capital
Win Move_(Note)_	Beneficial owner	414,728,302	47.90%
Million Way Holdings	Interested in a	414,728,302	47.90%
Limited_(Note)_	controlled corporation
STC International Limited_(Note)_	Trustee	414,728,302	47.90%
Dr. Yeung Sau Shing, Albert	Founder of a trust	414,728,302	47.90%
(Note)
Ms. Luk Siu Man, Semon	Family	414,728,302	47.90%
(Note)

Note: The 414,728,302 Shares were held by Win Move. The entire issued share capital of Win Move was held by Million Way Holdings Limited which was in turn wholly-owned by STC International Limited, being the trustee of the AY Trust. STC International Limited was deemed to be interested in the said Shares held by Win Move as trustee of the AY Trust. Dr. Yeung Sau Shing, Albert, as founder of the AY Trust, was deemed to be interested in such Shares. By virtue of being the spouse of Dr. Yeung, Ms. Luk Siu Man, Semon was also deemed to be interested in the same Shares.

28

General inFormaTion

appendiX

Save as disclosed above, the Directors or the chief executive of the Company were not aware that there was any person (other than a Director or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the Shares and underlying Shares of the Company 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 was, 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 meeting 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.

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 30 September 2009 (being the date to which the latest published audited consolidated accounts of the Group were made up).

Save for the 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 30 September 2009, being the date to which the latest published audited financial statements of the Group were made up.

29

General inFormaTion

appendiX

7. eXperT and ConsenT

The following is the qualification of the expert who has been named in this circular or has given an opinion or advice which are contained in this circular:

name Guangdong Securities

qualification

a corporation licensed to carry out type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 6 (advising on corporate finance and type 9 (assets management)) regulated activities under the SFO

Guangdong Securities 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, Guangdong Securities 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, Guangdong Securities does not have any interest, direct or indirect, in any assets which since 30 September 2009, 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 for a period of 14 days from the date of this circular:

• (a) the Agreements;

• (b) the letter from the Independent Board Committee, the text of which is set out on page 16 of this circular;

• (c) the letter of advice from Guangdong Securities, the text of which is set out on pages 17 to 26 of this circular; and

• (d) written consent of Guangdong Securities 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.

30

noTiCe oF sGm

==> picture [235 x 102] 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 Monday, 10 May 2010 at 3:00 p.m. for the following purposes:

ordinarY resoluTion

• To consider and, if thought fit, pass with or without amendment, the following resolution as ordinary resolution of the Company:

“ ThaT

• (a) the agreement dated 26 March 2010 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 and the execution of which be and are hereby approved, ratified and confirmed;

• (b) the agreement dated 26 March 2010 entered into between the Company and Emperor International Holdings Limited in relation to the financial services to be provided by the Company to Emperor International Holdings Limited, its subsidiaries and associates (the “Emperor Group”), a copy of which marked “B” has been tabled before the meeting and initialed by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder and the execution of which be and are hereby approved, ratified and confirmed;

• (c) the Yeung Proposed Annual Caps (as defined and more particularly described in the circular of the Company to its shareholders dated 23 April 2010) be and is hereby approved;

• (d) the Emperor Group Proposed Annual Caps (as defined and more particularly described in the circular of the Company to its shareholders dated 23 April 2010) be and is hereby approved;

• for identification purposes only

31

noTiCe oF sGm

• (e) 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 (d) above.

By Order of the Board emperor Capital Group limited Choi suk hing, louisa Company Secretary

Hong Kong, 23 April 2010

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal Office: 24th Floor, Emperor Group Centre, 288 Hennessy Road, 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 branch share registrar, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, 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 set out above will be voted by way of poll.

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