Emperor Capital Group Ltd. — Proxy Solicitation & Information Statement 2025

Jan 21, 2025

1902 2002

英皇資本集團有限公司

Emperor Capital Group Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

FORM OF PROXY

Annual General Meeting – 27 February 2025 (Thursday)

Number of shares to which this form of proxy relates (Item 2)

I/We (Item 2)
of
being the registered holder(s)
in the capital of Emperor Capital Group Limited (“Company”), HEREBY APPOINT the Chairperson of the annual general meeting (“AGM”) or (Item 3)
of
as my/our proxy to attend, speak and vote for me/us at the AGM to be held at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Thursday, 27 February 2025 at 10:30 a.m. or at any adjournment thereof in respect of the resolutions as set out in the notice of AGM as indicated below and on any other business that may properly come before the AGM.

Please put a “√” in the appropriate boxes below to indicate how you wish your vote(s) to be cast on a poll:

ORDINARY RESOLUTIONS		FOR (Item 4)	AGAINST (Item 4)
1.	To receive and adopt the audited consolidated Financial Statements and the Reports of the Directors and Independent Auditor for the year ended 30 September 2024
2.	(A) To re-elect Ms. Daisy Yeung as Director
	(B) To re-elect Mr. Yu King Tin as Director
3.	To authorize the board (“Board”) of directors (“Director(s)”) of the Company to fix the Directors’ remuneration
4.	To re-appoint Deloitte Touche Tohmatsu as Independent Auditor and to authorize the Board to fix its remuneration
5.(Item 5)	(A) To grant a general mandate to the Directors to issue new shares
	(B) To grant a general mandate to the Directors to buy back shares
	(C) To extend the general mandate granted to the Directors to issue additional shares by the number of the shares bought back by the Company

Dated this __ day of __ 2025.
Signed (Item 6)

Notes:

1. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
3. Please insert the name and address of the proxy. If no name is inserted, the Chairperson of the AGM will act as your proxy. A shareholder may appoint one or more proxies (if holding more than one share) to attend the meeting and vote for him. The proxy need not be a shareholder of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to vote at his discretion or to abstain on any resolution properly put to the AGM other than those referred to in the notice of AGM.
5. The full text of resolutions no. 5 is set out in the notice of AGM dated 22 January 2025.
6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.
7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the register of members.
8. To be valid, this form of proxy, together with any power of attorney or other authority (if any) which it is signed or a certified copy thereof, must be deposited at the Company's Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
9. 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 if you so wish. In such event, this form of proxy will be deemed to have been revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).
(ii) Your supply of Personal Data to the Company is on a voluntary basis. The Company may not be able to process your appointment of proxy and instructions if you fail to provide sufficient information.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.
(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Privacy Compliance Officer of the Company's Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong.