Emperor Capital Group Ltd. — Proxy Solicitation & Information Statement 2018

Dec 27, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Emperor Capital Group Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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 disclaim 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)

(1) PROPOSED RE-ELECTION OF DIRECTORS

(2) PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at 2nd Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Wednesday, 30 January 2019 at 11:30 a.m. is set out from pages 13 to 16 of this circular.

Whether or not you intend to attend the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, but in any event not less than 48 hours before the time of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

28 December 2018

• for identification purpose only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES. . . . . . . . . .	4
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – EXPLANATORY STATEMENT TO
THE BUY-BACK MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

i

DEFINITIONS

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

• ‘‘AGM’’

• the annual general meeting of the Company to be held at 2nd Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Wednesday, 30 January 2019 at 11:30 a.m., or where the context so admits, any adjournment thereof

• ‘‘Board’’ the board of Directors of the Company

• ‘‘Buy-back Mandate’’ a general mandate proposed to be granted to the Directors to enable them to buy back Shares of not exceeding 10% of the total number of issued Shares as at the date of passing the relevant resolution at the AGM

• ‘‘Buy-back Resolution’’

• the proposed ordinary resolution as referred to in resolution number 5(B) of the Notice of the AGM

• ‘‘Bye-laws’’

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

• ‘‘Company’’

• Emperor Capital Group Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange

• ‘‘Director(s)’’ the director(s) of the Company for the time being

• ‘‘Emperor Capital Holdings’’

• Emperor Capital Group Holdings Limited, a substantial shareholder of the Company

• ‘‘Extension Mandate’’

• a general mandate proposed to be granted to the Directors to the effect that the Issue Mandate will be extended to add any Shares bought back under the Buy-back Mandate

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’

• The Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Issue Mandate’’

• a general mandate proposed to be granted to the Directors to enable them to exercise all the powers of the Company to allot, issue or otherwise deal with new Shares of not exceeding 20% of the total number of issued Shares as at the date of passing the relevant resolution at the AGM

• ‘‘Latest Practicable Date’’

• 21 December 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

1

DEFINITIONS

‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
	Exchange
‘‘Notice of AGM’’	the notice dated 28 December 2018 convening the AGM as set out
	from pages 13 to 16 of this circular
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571) of the laws of
	Hong Kong
‘‘Share(s)’’	ordinary share(s) of HK$0.01 each in the capital of the Company
‘‘Shareholder(s)’’	the holder(s) of the Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’	The Code on Takeovers and Mergers as amended from time to
	time
‘‘HK$’’	Hong Kong dollars
‘‘%’’	per cent.

2

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability) (Stock Code: 717)

Executive Directors: Ms. Daisy Yeung (Managing Director) Mr. Chan Shek Wah Ms. Choi Suk Hing, Louisa Ms. Pearl Chan

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

Independent Non-Executive Directors: Mr. Chu Kar Wing Mr. Poon Yan Wai Ms. Wan Choi Ha

Principal Place of Business: 24th Floor Emperor Group Centre 288 Hennessy Road Wanchai Hong Kong

28 December 2018

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

The purpose of this circular is to give you the Notice of AGM. This circular also provides you with information regarding resolutions to be proposed at the AGM, in particular, the proposed resolutions to approve (i) the re-election of Directors who are due to retire by rotation at the AGM; and (ii) the grant of each of the Issue Mandate, the Buy-back Mandate and the Extension Mandate.

RE-ELECTION OF DIRECTORS

Retirement and re-election of Directors

In accordance with Bye-laws 87(1) and 87(2) of the Bye-laws, Ms. Daisy Yeung, Ms. Choi Suk Hing, Louisa (‘‘Ms. Louisa Choi’’) and Mr. Chu Kar Wing (‘‘Mr. Chu’’) shall retire by rotation at the AGM and, being eligible, offer themselves for re-election thereat.

• for identification purpose only

3

LETTER FROM THE BOARD

Mr. Chu, being Independent Non-executive Director who is eligible for re-election at the AGM, has made annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules.

Details of the above Directors who offer themselves for re-election at the AGM are set out in Appendix I to this circular as required to be disclosed under the Listing Rules.

Recommendations of the Nomination Committee

During the meeting held on 10 December 2018, the Nomination Committee of the Company, comprising a majority of the Independent Non-executive Directors, was of a view that Ms. Daisy Yeung, Ms. Louisa Choi and Mr. Chu have been contributing to the Group effectively and are committed to their roles as Director. The Nomination Committee has also assessed the independence of Mr. Chu. Accordingly, as recommended by the Nomination Committee, the Board recommended the Shareholders to vote for their re-election as Directors at the AGM.

Nomination by Shareholders

Any Shareholder who wishes to nominate a person to stand for election as a Director at the AGM must lodge with the Company at its principal office in Hong Kong at 24th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong within the period from 9 January 2019 (Wednesday) to 17 January 2019 (Thursday), both days inclusive (i) his/her written nomination of the candidate; (ii) written confirmation from such nominated candidate of his/her willingness to be elected as Director and consent to the publication of his/her personal data; and (iii) the biographical details of such nominated candidate as required under Rule 13.51(2) of the Listing Rules.

GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES

• (I) General mandates granted at the last annual general meeting of the Company held on 30 January 2018 (the ‘‘Previous AGM’’)

At the Previous AGM, ordinary resolutions were passed, among other things, to grant general mandates to the Directors to:

• (A) issue up to 20% of the then aggregate number of Shares in issue (i.e. a maximum of 1,348,169,144 Shares) (the ‘‘Previous Issue Mandate’’);

• (B) buy back up to 10% of the aggregate number of Shares in issue (the ‘‘Previous Buy-back Mandate’’); and

• (C) extend the Previous Issue Mandate by an additional number of Shares bought back by the Company pursuant to the Previous Buy-back Mandate.

No Shares have been issued nor bought back by the Company pursuant to the above mandates.

4

LETTER FROM THE BOARD

(II) Proposed refreshment of the general mandates at the AGM

As at the Latest Practicable Date, there were 6,740,845,724 Shares in issue. At the AGM, ordinary resolutions will be proposed to the effect that the Directors be granted:

• (A) the Issue Mandate to allot, issue and deal with Shares of up to an aggregate of not exceeding 20% of the total number of issued Shares as at the date of the AGM (i.e. of not exceeding 1,348,169,144 Shares assuming no further Shares will be issued or bought back between the Latest Practicable Date and the date of the AGM);

• (B) the Buy-back Mandate to buy back Shares of up to an aggregate of not exceeding 10% of the total number of issued Shares as at the date of the AGM; and

• (C) the Extension Mandate to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number of Shares which may be bought back under the Buy-back Mandate.

Such resolutions are set out in Resolutions 5(A), 5(B) and 5(C) in the Notice of AGM respectively. The previous mandates under (I) above will lapse at the conclusion of the AGM. It is therefore proposed by the Board to seek approval from the Shareholders at the AGM to grant fresh general mandates to the Directors.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the proposed Buy-back Resolution is set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The Notice of AGM is set out from pages 13 to 16 of this circular. Resolutions in respect of the reelection of Directors, the Issue Mandate, the Buy-back Mandate and the Extension Mandate will be proposed at the AGM. As at the Latest Practicable Date, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM.

A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to attend the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time of the AGM or adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or adjournment thereof (as the case may be) should you so wish.

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM shall be taken by poll.

5

LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the opinion that the proposed ordinary resolutions for the re-election of Directors, the Issue Mandate, the Buy-back Mandate and the Extension Mandate are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend all the Shareholders to vote in favour of all relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is also drawn to the additional information set out in Appendix I (Details of Retiring Directors Proposed for Re-election) and Appendix II (Explanatory Statement to the Buy-back Mandate) to this circular.

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

6

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

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

Ms. Daisy Yeung

Chief Executive Officer and Managing Director

Ms. Yeung, aged 53, joined the Group in January 1996. She is the Managing Director of the Board and the Chief Executive Officer of the Group. Ms. Yeung is the Chairperson of the Executive Committee as well as a member of the Remuneration Committee and the Nomination Committee of the Company. She is also a director of various subsidiaries of the Company, including Emperor Securities Limited, Emperor Futures Limited, Emperor Wealth Management Limited and Emperor Asset Management Limited, all of which she is also a responsible officer under the Securities and Futures Ordinance. Moreover, she is now the Chairman of The Institute of Securities Dealers Limited and a General Committee member of The Chamber of Hong Kong Listed Companies. Ms. Yeung is responsible for the formulation of corporate strategy, overseeing operations and the overall steering of the Company’s management focusing in the areas of marketing and business development. She has accumulated over 22 years of management experience in financial industry and has been active in driving the development of the local securities industry. Ms. Yeung holds a Bachelor’s Degree of Science in Business Administration. Ms. Yeung did not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

The term of service of Ms. Yeung is subject to retirement by rotation at the annual general meetings of the Company at least once every 3 years in accordance with the Bye-laws and the Listing Rules. Ms. Yeung is entitled to receive a Director’s fee of HK$250,000 per annum which was recommended by the Remuneration Committee and determined by the Board as authorized by the Shareholders at the annual general meeting, with reference to the market rate and the duties and responsibilities undertaken by her. The amount of emoluments paid to Ms. Yeung for the financial year ended 30 September 2018 was set out in note 9 to the consolidated financial statements in the Company 2017/2018 Annual Report.

As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Ms. Yeung had deemed interest in 2,879,521,438 Shares (representing approximately 42.72% of the total issued Shares) which were indirectly owned by The Albert Yeung Discretionary Trust (‘‘AY Trust’’) of which Ms. Yeung was one of the eligible beneficiaries and the daughter of Dr. Yeung Sau Shing, Albert, being the founder of the AY Trust and is deemed to be a substantial and controlling shareholder of the Company. Moreover, Ms. Yeung has a personal interest of 18,000,000 Shares (representing approximately 0.26% of the total issued Shares) as at the Latest Practicable Date.

Save as disclosed herein, Ms. Yeung does not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company, nor does she have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, the Board is not aware of any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Ms. Yeung.

7

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Ms. Louisa Choi

Executive Director and Company Secretary

Ms. Choi, aged 54, joined the Board in March 2008. She is an Executive Director and the Company Secretary of the Company. Ms. Choi is the Chairperson of the Corporate Governance Committee and a member of the Executive Committee of the Company. She is also a director of various subsidiaries of the Company and a responsible officer of Emperor Capital Limited under the Securities and Futures Ordinance. Ms. Choi has over 20 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 8 years. Ms. Choi holds a Master’s Degree in Applied Finance from Macquarie University, Australia. She is a fellow member and Chartered Governance Professional of both The Institute of Chartered Secretaries and Administrators in the United Kingdom and The Hong Kong Institute of Chartered Secretaries. Ms. Choi did not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

The term of service of Ms. Choi is subject to retirement by rotation at the annual general meetings of the Company at least once every 3 years in accordance with the Bye-laws and the Listing Rules. Ms. Choi is entitled to receive a Director’s fee of HK$250,000 per annum which was recommended by the Remuneration Committee and determined by the Board as authorized by the Shareholders at the annual general meeting, with reference to the market rate and duties and responsibilities undertaken by her. The amount of emoluments paid to Ms. Choi for the financial year ended 30 September 2018 was set out in note 9 to the consolidated financial statements in the Company 2017/2018 Annual Report.

As at the Latest Practicable Date, Ms. Choi has a personal interest of 4,680,000 Shares of the Company (representing approximately 0.07% of the total issued Shares). She does not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company and, save as disclosed above, she does not have other interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, the Board is not aware of any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Ms. Choi.

8

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. Chu Kar Wing

Independent Non-Executive Director

Mr. Chu, aged 61, joined the Board in May 2010. He is the Chairman of the Remuneration Committee as well as a member of the Audit Committee and the Nomination Committee of the Company. Mr. Chu is also an independent non-executive director of another Hong Kong listed company, China Power Clean Energy Development Company Limited (Stock Code: 735). He has extensive experience in the banking and finance sector for several well-known corporations. Moreover, Mr. Chu is now the President of Canada-China Culture and Education Association. He holds a Bachelor’s Degree of Social Sciences majoring in Economics. Save as disclosed above, Mr. Chu did not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

The term of service of Mr. Chu is subject to retirement by rotation at least once every 3 years at the annual general meetings of the Company in accordance with the Bye-laws and the Listing Rules. Mr. Chu is entitled to receive a Director’s fee of HK$250,000 per annum, which was recommended by the Remuneration Committee and determined by the Board as authorized by the Shareholders at the annual general meeting, with reference to the market rate and the duties and responsibilities undertaken by him.

Mr. Chu does not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company, nor does he have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, the Board is not aware of any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Chu.

9

EXPLANATORY STATEMENT TO THE BUY-BACK MANDATE

APPENDIX II

EXERCISE OF THE BUY-BACK MANDATE

As at the Latest Practicable Date, the total number of Shares in issue was 6,740,845,724 Shares. Subject to the passing of the Buy-back Resolution and on the basis that no further Shares are issued or bought back by the Company prior to the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 674,084,572 Shares (representing 10% of the total number of issued Shares) during the period from the date of the AGM up to:

• (i) the conclusion of next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or

• (iii) the revocation or variation of the Buy-back Mandate by ordinary resolution of the Shareholders in general meeting of the Company,

whichever occurs first.

REASONS FOR THE BUY-BACK OF SHARES

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to buy back Shares in the market. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or the earnings per Share. Buy-back of Shares will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders.

FUNDING OF BUY-BACK

Any buy-back will only be funded out of funds of the Company legally available for the purposes in accordance with its memorandum of association and Bye-laws and the applicable laws of Bermuda. The Company will not buy back securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its latest published audited accounts contained in the annual report of the Company for the year ended 30 September 2018) in the event that the proposed Buy-back Mandate, if so approved, were to be exercised in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels, which in the opinion of the Directors, are from time to time appropriate for the Company.

10

EXPLANATORY STATEMENT TO THE BUY-BACK MANDATE

APPENDIX II

SHARE PRICE

The highest and lowest prices at which the Shares traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
2017
December	0.620	0.550
2018
January	0.710	0.570
February	0.660	0.550
March	0.650	0.580
April	0.660	0.600
May	0.620	0.590
June	0.620	0.490
July	0.500	0.460
August	0.485	0.385
September	0.415	0.365
October	0.395	0.340
November	0.400	0.360
December (up to and including
the Latest Practicable Date)	0.405	0.350

BUY-BACK OF SHARES MADE BY THE COMPANY

No buy-back of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the past six months prior to the Latest Practicable Date.

UNDERTAKING / INTENTION

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make buy-back of Shares pursuant to the proposed Buy-back Mandate in accordance with the Listing Rules and all applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company in the event that the Buy-back Mandate is approved by the Shareholders.

11

EXPLANATORY STATEMENT TO THE BUY-BACK MANDATE

APPENDIX II

No core connected person (as defined in Listing Rules) of the Company has notified the Company of a present intention to sell any Shares to the Company nor has undertaken not to do so in the event that the Buy-back Mandate is approved by the Shareholders.

EFFECT OF TAKEOVERS CODE

If as a result of a share buy-back by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Emperor Capital Holdings held 2,879,521,438 Shares in the Company, representing approximately 42.72% of the total number of issued Shares. In the event that the Directors exercise in full the power to buy back Shares which was proposed to be granted pursuant to the proposed Buy-back Resolution, then (assuming such shareholdings as at the Latest Practicable Date otherwise remain the same) the shareholding of Emperor Capital Holdings in the Company would be increased to approximately 47.46% of the total number of issued Shares. The Directors consider that such an increase would give rise to an obligation on the part of Emperor Capital Holdings to make a mandatory offer under Rule 26 of the Takeovers Code. However, it would not reduce the number of Shares in the hands of the public to less than the prescribed minimum percentage of 25% of the total number of issued Shares.

The Directors will exercise the power conferred by the Buy-back Mandate to buy back Shares in circumstances which they deem appropriate for the benefits of the Company and the Shareholders as a whole. The Directors do not have any present intention to exercise the Buy-back Mandate to the extent as would result in a requirement for Emperor Capital Holdings to make a mandatory offer under the Takeovers Code.

12

NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Emperor Capital Group Limited (the ‘‘Company’’) will be held at 2nd Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Wednesday, 30 January 2019 at 11:30 a.m. for the following purposes:

1. To receive and adopt the Audited Consolidated Financial Statements of the Company for the year ended 30 September 2018 together with the Reports of the Directors and Independent Auditor (‘‘Auditor’’) thereon.

2. To declare final dividend for the year ended 30 September 2018.

3. (A) To re-elect Ms. Daisy Yeung as director of the Company (‘‘Director’’).

4. (B) To re-elect Ms. Choi Suk Hing, Lousia as Director.

5. (C) To re-elect Mr. Chu Kar Wing as Director.

6. (D) To authorize the board of Directors of the Company (‘‘Board’’) to fix the Directors’ remuneration.

7. To re-appoint Deloitte Touche Tohmatsu as Auditor and to authorize the Board to fix their remuneration.

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

9. (A) ‘‘THAT

   • (i) subject to sub-paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined in sub-paragraph (iii) of this resolution) of all the powers of the Company to allot and issue additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period, be and is hereby generally and unconditionally approved;

10. for identification purpose only

13

NOTICE OF ANNUAL GENERAL MEETING

• (ii) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in sub-paragraph (i) of this resolution, otherwise than pursuant to a Rights Issue or the exercise of subscription or conversion rights under any warrants of the Company or any securities which are convertible into shares of the Company or any share option scheme, shall not exceed 20% of the total number of issued shares of the Company on the date of this resolution and this approval shall be limited accordingly; and

• (iii) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company; or

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company (‘‘Bye-laws’’) or any applicable laws to be held; or

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution in general meeting.

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to shareholders on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in, any territory outside Hong Kong).’’

(B) ‘‘THAT

• (i) subject to sub-paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined in sub-paragraph (iii) of this resolution) of all the powers of the Company to buy back issued shares of the Company on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other stock exchange on which the issued shares of the Company may be listed and recognised by the Stock Exchange and the Securities and Futures Commission for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of shares of the Company to be bought back pursuant to the approval in sub-paragraph (i) above shall not exceed 10% of the total number of the issued shares of the Company as at the date of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company; or

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution in general meeting.’’

• (C) ‘‘THAT conditional upon resolutions no. 5(A) and 5(B) above being passed, the aggregate number of shares of the Company which are bought back by the Company under the authority granted to the Directors as mentioned in resolution no. 5(B) above shall be added to the aggregate number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution no. 5(A) above, provided that such extended number of shares of the Company shall not exceed 10% of the total number of issued shares of the Company as at the date of passing resolution no. 5(B).’’

By order of the Board Emperor Capital Group Limited Choi Suk Hing, Louisa Company Secretary

Hong Kong, 28 December 2018

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal Place of Business: 24th Floor Emperor Group Centre 288 Hennessy Road Wanchai Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (i) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies (if he/she is a holder of more than one share) to attend and vote in his/her stead. A proxy need not be a member of the Company.

• (ii) In order to be valid, the form of proxy must be in writing under the hand of the appointor or his/her attorney duly authorized in writing, or if the appointor is a corporation, either under its common seal, or under the hand of an officer or attorney duly authorized on that behalf, and must be deposited at the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited (‘‘Branch Share Registrar’’), at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney, not less than 48 hours before the time for holding the meeting or adjourned meeting.

• (iii) Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding of such share.

• (iv) Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting.

• (v) In order to qualify for the right to attend and vote at the meeting, all relevant certificates and properly completed transfer forms must be lodged for registration with the Branch Share Registrar before 4:30 p.m. on 24 January 2019 (Thursday).

• (vi) Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this Notice will be decided by poll at the meeting. Where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted, such resolution will be decided by a show of hands.

• (vii) If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 9:30 a.m. and before the above meeting time, the meeting will be postponed. The Company will post an announcement on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.emperorcapital.com) to notify shareholders of the date, time and place of the rescheduled meeting.

This Circular (in both English and Chinese versions) is available to any Shareholder either in printed form or on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.emperorcapital.com). In order to protect the environment, the Company highly recommends Shareholders to elect to receive electronic copy of this Circular. Shareholders may have the right to change their choice of receipt of our future corporate communications at any time by reasonable notice in writing to the Branch Share Registrar by post at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong or by email at is-enquiries@hk.tricorglobal.com.

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