Emperor Capital Group Ltd. — Proxy Solicitation & Information Statement 2021

Aug 30, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of Emperor Capital Group Limited (the ‘‘Company’’) will be held at 2nd Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Monday, 27 September 2021 at 11:00 a.m., for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• (1) ‘‘THAT:

  • (a) the agreement dated 22 June 2021 entered into between the Company and Ms. Daisy Yeung in relation to the provision of financial services between the Company and its subsidiaries (the ‘‘Group’’) on one part and Ms. Daisy Yeung and her associates on the other part, a copy of which marked ‘‘A’’ was tabled before the meeting and initialed by the chairperson of the meeting for identification purpose, and the transactions contemplated thereunder and the execution of which be and are hereby ratified, confirmed and approved;

  • (b) the Yeung Proposed Annual Caps (as defined and more particularly described in the circular of the Company to its shareholders dated 31 August 2021) (‘‘Circular’’) be and is hereby approved; and

  • (c) any director of the Company be and is hereby authorized on behalf of the Company to sign, seal, execute, perfect and deliver all such documents and deeds and do all such 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) and (b) above and the transactions contemplated thereunder.’’

• for identification purpose only

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(2) ‘‘THAT:

• (a) the agreement dated 22 June 2021 entered into between the Company, Emperor International, Emperor E Hotel, Emperor W&J, Emperor Culture and Ulferts International in relation to the provision of financial services by the Group to the listed members under the private discretionary trusts set by Dr. Yeung Sau Shing, Albert, a copy of which marked ‘‘B’’ was tabled before the meeting and initialed by the chairperson of the meeting for identification purpose, and the transactions contemplated thereunder and the execution of which be and are hereby ratified, confirmed and approved;

• (b) the Emperor Group Proposed Annual Caps (as defined and more particularly described in the Circular) be and is hereby approved; and

• (c) any director of the Company be and is hereby authorized on behalf of the Company to sign, seal, execute, perfect and deliver all such documents and deeds and do all such 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) and (b) above and the transactions contemplated thereunder.’’

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

Hong Kong, 31 August 2021 Registered Office: Principal Place of Business: Clarendon House 24th Floor 2 Church Street Emperor Group Centre Hamilton HM 11 288 Hennessy Road, Bermuda Wanchai, Hong Kong

Notes:

• (i) Considering the outbreak of COVID-19, certain measures will be implemented at the special general meeting (‘‘SGM’’) with a view to addressing the risk to attendees of infection, including, without limitation (i) all attendees being required to (a) undergo compulsory body temperature check; (b) submit compulsorily health declaration form; and (c) wear surgical face masks prior to admission to the SGM venue and throughout the SGM (no mask will be provided at the SGM venue); (ii) attendees not being admitted to the SGM venue to ensure health and safety of other attendees as permitted by law; (iii) no corporate gifts being distributed; and (iv) no refreshments or drinks being provided. The Company reminds attendees that they should carefully consider the risks of attending the SGM, taking into account their own personal circumstances.

The Company will keep the evolving COVID-19 situation under review and may change measures, where appropriate, Shareholders should check the Company’s website (https://www.EmperorCapital.com) for future announcement and updates on the SGM arrangements.

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• (ii) Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this Notice will be decided by poll at the SGM. 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.

• (iii) 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.

• (iv) 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, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (‘‘Branch Share Registrar’’) 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.

• (v) 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 SGM, 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.

• (vi) Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the SGM and in such event, the form of proxy previously submitted shall be deemed to be revoked.

• (vii) In order to qualify for the right to attend and vote at the SGM, all relevant share certificates and properly completed transfer forms must be lodged for registration with the Branch Share Registrar before 4:30 p.m. on 20 September 2021 (Monday).

• (viii) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this announcement, the Board comprises:

Executive Directors: Ms. DaisyYeung Ms. Choi Suk Hing, Louisa Ms. Pearl Chan Independent Non-Executive Directors: Mr. Chu Kar Wing Mr. Poon Yan Wai Ms. Wan Choi Ha

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