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Emperor Capital Group Ltd. Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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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 the 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.
英皇資本集團有限公司
Emperor Capital Group Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 717)
(1) PROPOSALS FOR (A) RE-ELECTION OF DIRECTORS
AND
(B) GENERAL MANDATES
TO ISSUE NEW SHARES AND BUY BACK SHARES
AND
(2) NOTICE OF ANNUAL GENERAL MEETING
A notice convening 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. is set out from pages AGM-1 to AGM-5 of this circular.
Please complete and return the accompanying form of proxy to 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 as soon as possible, but in any event not less than 48 hours before the time of the AGM (by Tuesday, 25 February 2025 before 10:30 a.m.) 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 subsequently so wish and in such event the form of proxy previously submitted shall be deemed to be revoked.
No gifts or refreshments will be provided at the AGM.
22 January 2025
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD...
INTRODUCTION... 3
ANNUAL GENERAL MEETING... 3
(A) RE-ELECTION OF DIRECTORS... 4
(B) GENERAL MANDATES TO ISSUE NEW SHARES AND
BUY BACK SHARES... 5
RECOMMENDATION... 6
GENERAL INFORMATION... 6
APPENDIX I – DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION... I-1
APPENDIX II – EXPLANATORY STATEMENT
ON THE BUY-BACK MANDATE... II-1
NOTICE OF ANNUAL GENERAL MEETING... AGM-1
- 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 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Thursday, 27 February 2025 at 10:30 a.m., or where the context so admits, any adjournment thereof
"Board"
the board of Directors
"Buy-back Mandate"
a general mandate proposed to be granted to the Directors to enable them to buy back Shares not exceeding 10% of the total number of the Shares in issue (excluding treasure shares, if any) as at the date of passing of 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 AGM
"Bye-laws"
the bye-laws of the Company
"CCASS"
Central Clearing and Settlement System
"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
"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 from time to time
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of The People's Republic of China
- 1 -
DEFINITIONS
"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 (including any sale and transfer of treasury shares) not exceeding 20% of the total number of the Shares in issue (excluding treasure shares, if any) as at the date of passing the relevant resolution at the AGM
"Latest Practicable Date"
15 January 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Nomination Committee"
the nomination committee of the Company
"Notice of AGM"
the notice of AGM as set out from pages AGM-1 to AGM-5 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 issued share 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
"treasury shares"
has the meaning ascribed to it under the Listing Rules
"%"
per cent.
- 2 -
LETTER FROM THE BOARD
英皇資本集團有限公司
Emperor Capital Group Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 717)
Executive Directors:
Ms. Daisy Yeung (Chairperson)
Ms. Fan Man Seung, Vanessa
Mr. Wong Chi Fai
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Independent Non-executive Directors:
Mr. Wong Tak Ming, Gary
Mr. Yu King Tin
Ms. Chan Sim Ling, Irene
Head office and principal place of
business in Hong Kong:
24th Floor
Emperor Group Centre
288 Hennessey Road
Wanchai
Hong Kong
22 January 2025
To the Shareholders,
Dear Sir/Madam,
INTRODUCTION
The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the AGM for the approval of (i) re-election of Directors; and (ii) granting of general mandates to issue new Shares and buy back Shares and to give you the Notice of AGM.
ANNUAL GENERAL MEETING
The Notice of AGM is set out from pages AGM-1 to AGM-5 of this circular. Resolutions to be proposed at the AGM include, inter alia, (A) re-election of Directors; and (B) general mandates to issue new Shares and buy back Shares.
LETTER FROM THE BOARD
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.
In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders on the proposed resolutions at the AGM shall be taken by poll. An announcement will be made by the Company following the conclusion of the AGM to inform the Shareholders of the poll results of the AGM.
In order to qualify for the right to attend and vote at the AGM, all relevant share certificates and properly completed transfer forms must be lodged for registration with 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 before 4:30 p.m. on Friday, 21 February 2025.
No refreshments will be served and no corporate gifts will be distributed at the AGM.
The Company would like to encourage the Shareholders to exercise their rights to vote at the AGM by appointing the Chairperson of the AGM as their proxy to represent them by returning their forms of proxy by the time specified herein. Physical attendance at the AGM by the Shareholders is not necessary for the purpose of exercising their voting rights.
(A) RE-ELECTION OF DIRECTORS
(I) Retirement and re-election of Directors
In accordance with Bye-law 84(1) and 84(2) of the Bye-laws, Ms. Daisy Yeung ("Ms. Yeung") and Mr. Yu King Tin ("Mr. Yu") shall retire by rotation at the AGM. Both of them, being eligible, shall offer themselves for re-election.
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.
(II) Recommendations of the Nomination Committee
The Nomination Committee had reviewed the biographical details of Ms. Yeung and Mr. Yu and their meeting of nomination criteria (including but not limited to, character and integrity, professional qualifications, skills, knowledge and experience that are relevant to the Company's business and corporate strategy, enough time commitment to effectively discharge duties as Board member) as set out in the nomination policy of the Company and considered the diversity aspects (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of services) as set out in the diversity policy of the Company, and took the view that both of them committed to their role as Directors.
- 4 -
LETTER FROM THE BOARD
The Nomination Committee had also assessed the independence of Mr. Yu based on his confirmation of independence with reference to the criteria as set out in Rule 3.13 of the Listing Rules and was satisfied with his independence.
The Board accepted the recommendation by the Nomination Committee for recommending the Shareholders to re-elect Ms. Yeung and Mr. Yu as Directors at the AGM. Each of them abstained from voting on the relevant resolution at the Board meeting regarding his/her own re-election.
(B) 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 27 February 2024 ("2024 AGM")
At the 2024 AGM, ordinary resolutions were passed, among other things, to grant general mandates to the Directors to:
(i) issue up to 20% of the aggregate number of the Shares then in issue (i.e. a maximum of 1,348,169,144 Shares) ("Previous Issue Mandate");
(ii) buy back up to 10% of the aggregate number of the Shares then in issue (i.e. a maximum of 674,084,572 Shares) ("Previous Buy-back Mandate"); and
(iii) extend the Previous Issue Mandate by an additional number of the Shares bought back by the Company pursuant to the Previous Buy-back Mandate.
No Shares have been issued or bought back by the Company pursuant to the above mandates.
(II) Proposed refreshment of the general mandates at the AGM
The previous mandates 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.
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 the Shares (including any sale and transfer of treasury shares) of up to an aggregate of not exceeding 20% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of passing such resolution at 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);
- 5 -
LETTER FROM THE BOARD
(B) the Buy-back Mandate to buy back the Shares of up to an aggregate of not exceeding 10% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of passing such resolution at the AGM (i.e. of not exceeding 674,084,572 Shares assuming no further Shares will be issued or bought back between the Latest Practicable Date and the date of the AGM); and
(C) the Extension Mandate to increase the total number of the Shares which may be allotted and issued under the Issue Mandate by an additional number of the Shares which may be bought back under the Buy-back Mandate.
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.
RECOMMENDATION
The Directors are of the opinion that the proposed resolutions for (A) re-election of Directors; and (B) general mandates to issue new Shares and buy back Shares are in the best interests of the Company and the Shareholders as a whole. The Directors recommend the Shareholders to vote in favour of all relevant resolutions as set out in the Notice of AGM.
GENERAL INFORMATION
Your attention is also drawn to the additional information as set out in Appendix I (Details of Directors Proposed for Re-election) and Appendix II (Explanatory Statement on the Buy-back Mandate) to this circular.
By order of the Board
Emperor Capital Group Limited
Daisy Yeung
Chairperson
APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
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
Executive Director and Chairperson
Ms. Yeung, aged 59, joined the Group in January 1996. She is the Chairperson of the Board and Managing Director as well as the Chief Executive Officer of the Group. Ms. Yeung is the Chairperson of the Executive Committee as well as a member of the Nomination Committee of the Company. She is also a director of a subsidiary of the Company and a responsible officer under the SFO of various subsidiaries, namely Emperor Securities Limited, Emperor Futures Limited, Emperor Wealth Management Limited and Emperor Asset Management Limited. Moreover, Ms. Yeung is now the Permanent Honorable President and a Director of The Institute of Securities Dealers, the Vice Chairperson of the General Committee of The Chamber of Hong Kong Listed Companies, a member of the Advisory Committee of the Accounting and Financial Reporting Council and a member of the Market Development Committee of Financial Services Development Council. She has accumulated over 28 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. She did not hold any directorship in other listed public companies 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 of the Company 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 2024 was set out in note 11 to the consolidated financial statements in the 2023/2024 Annual Report of the Company.
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 held by First Advisory Trust Reg. (formerly known as First Board Services AG) in trust for a private discretionary trust of which Ms. Yeung is one of the eligible beneficiaries. Ms. Yeung is the daughter of Dr. Yeung Sau Shing, Albert (founder of the said private trust) and Ms. Luk Siu Man, Semon, both are deemed substantial shareholders (within the meaning of the SFO) and controlling shareholders of the Company. In addition, as at the Latest Practicable Date, Ms. Yeung had personal interest in 18,000,000 Shares (representing approximately $0.26\%$ of the total issued Shares) within the meaning of Part XV of the SFO.
- I-1 -
APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
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.
Mr. Yu King Tin
Independent Non-executive Director
Mr. Yu, aged 58, joined the Board in February 2023. He is the Chairman of the Audit Committee as well as a member of the Remuneration Committee and the Corporate Governance Committee of the Company. Mr. Yu has worked in various organizations including international certified public accountants firms and listed companies in Hong Kong. He is currently one of the senior management in the finance department of a conglomerate in Hong Kong. Mr. Yu was an independent non-executive director of Emperor Entertainment Hotel Limited (Stock Code: 296) from August 2013 to August 2022. Mr. Yu graduated from the Peking University with a Bachelor's Degree in Law and The Hong Kong Polytechnic University with a Master's Degree in Corporate Finance. Mr. Yu is an associate member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants, a Certified Tax Advisor and a member of the Society of Registered Financial Planner. Save as disclosed above, Mr. Yu did not hold any directorship in other listed public companies in the last 3 years.
The term of service of Mr. Yu is subject to retirement by rotation at the annual general meeting of the Company at least once every 3 years in accordance with the Bye-laws and the Listing Rules. Mr. Yu is entitled to receive a Director's fee of HK$250,000 per annum which was recommended by the Remuneration Committee of the Company 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. Yu 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. Yu.
APPENDIX II
EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
EXERCISE OF THE BUY-BACK MANDATE
As at the Latest Practicable Date, the total number of Shares in issue was 6,740,845,724. 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 total number of issued Shares (excluding treasury shares, if any)) during the period from the date of the AGM up to:
(i) the conclusion of the next annual general meeting of the Company;
(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 SECURITIES
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. On the other hand, Shares bought back and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Bye-laws and the applicable laws of Bermuda and the Listing Rules. 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 the 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.
APPENDIX II
EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
There might be an 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 2024) 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 an extent as would, in the circumstances, have an 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.
EFFECT OF THE 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 Group Holdings Limited (“Emperor Capital Holdings”) held 2,879,521,438 Shares, representing approximately 42.72% of the total number of the issued Shares. In the event that the Directors exercise in full the power to buy back Shares which is proposed to be granted pursuant to the Buy-back Resolution, then (assuming such shareholding as at the Latest Practicable Date otherwise remain the same) the shareholding of Emperor Capital Holdings in the Company would increase to approximately 47.46% of the total number of the 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 the Shares in the hands of the public to less than the prescribed minimum percentage of 25% of the total number of the issued Shares.
The Directors will exercise the power conferred by the Buy-back Mandate to buy back Shares in the circumstances which they deem appropriate for the benefits of the Company and the Shareholders as a whole. The Directors have no present intention to exercise the Buy-back Mandate to the extent that it would result in a requirement for Emperor Capital Holdings to make a mandatory offer under the Takeovers Code.
APPENDIX II
EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
GENERAL
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the Buy-back Mandate is approved by the Shareholders.
The Directors will exercise the Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.
The Company has not bought back any Shares, whether on the Stock Exchange or otherwise, in the 6 months preceding the Latest Practicable Date.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company of a present intention to sell Shares to the Company or has undertaken not to do so in the event that the Buy-back Mandate is approved by the Shareholders.
Neither this Explanatory Statement nor the proposed share buy-back has any unusual features.
Following a buy-back of Shares, the Company may cancel any repurchased Shares and/or hold them as treasury shares subject to, among others, market conditions and its capital management needs at the relevant time of the buy-back, which may change due to evolving circumstances.
For any treasury shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below interim measures which include (without limitation):
(i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for the treasury shares deposited with CCASS;
(ii) in the case of dividends or distributions (if any and where applicable), withdrawing the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the relevant record date for the dividends or distributions; and
(iii) taking any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
- II-3 -
APPENDIX II
EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
SHARE PRICE
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| January | 0.045 | 0.031 |
| February | 0.042 | 0.034 |
| March | 0.041 | 0.036 |
| April | 0.042 | 0.031 |
| May | 0.053 | 0.029 |
| June | 0.053 | 0.037 |
| July | 0.042 | 0.033 |
| August | 0.043 | 0.033 |
| September | 0.092 | 0.034 |
| October | 0.137 | 0.047 |
| November | 0.072 | 0.044 |
| December | 0.060 | 0.050 |
| 2025 | | |
| January (up to and including the Latest Practicable Date) | 0.055 | 0.051 |
NOTICE OF ANNUAL GENERAL MEETING
英皇資本集團有限公司
Emperor Capital Group Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 717)
NOTICE IS HEREBY GIVEN that the annual general meeting of Emperor Capital Group Limited (“Company”) will be held at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Thursday, 27 February 2025 at 10:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- 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.
- (A) To re-elect Ms. Daisy Yeung as Director.
(B) To re-elect Mr. Yu King Tin as Director. - To authorise the board (“Board”) of directors (“Director(s)”) of the Company to fix the Directors’ remuneration.
- To re-appoint Deloitte Touche Tohmatsu as Independent Auditor and to authorise the Board to fix its remuneration.
As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
- AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
- (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, issue and deal with additional shares of the Company (including any sale and transfer of treasury shares, which shall have the meaning ascribed to it by the Rules Governing the Listing of Securities ("Listing Rules") on The Stock Exchange of Hong Kong Limited ("Stock Exchange")) 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;
(ii) the aggregate number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (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 (as defined in sub-paragraph (iii) of this resolution) 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 (excluding treasury shares, if any) 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;
(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; and
(c) the date of which the authority sets out in this resolution is revoked or varied by an ordinary resolution passed in general meeting.
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares 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 recognised 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 or on any other stock exchange on which the shares of the Company may be listed and recognised by the Stock Exchange and the Securities and Futures Commission for this purpose and, if permitted under the Listing Rules, to determine whether such shares of the Company bought back shall be held as treasury shares by the Company or otherwise be cancelled subject to and in accordance with all applicable laws and the requirements of the Listing Rules 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 (excluding treasury shares, if any) as at the date of this resolution and the said approval shall be limited accordingly; and
(iii) for the purpose 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;
(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; and
(c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution passed in general meeting."
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
- (C) “THAT conditional upon resolutions nos. 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 (excluding treasury shares, if any) as at the date of passing resolution no. 5(B).”
By order of the Board
Emperor Capital Group Limited
Lau Tung Po
Company Secretary
Hong Kong, 22 January 2025
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place of
business in Hong Kong:
24th Floor
Emperor Group Centre
288 Hennessey Road
Wanchai
Hong Kong
Notes:
(i) No refreshments will be served and no corporate gifts will be distributed at the annual general meeting (“AGM”).
(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 AGM. Where the Chairperson 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 shareholder of the Company entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies (if he is a holder of more than one share) to attend and vote in his stead. A proxy need not be a shareholder of the Company. The Company strongly encourages shareholders to appoint the Chairperson of the AGM as their proxy to exercise their rights to vote at the AGM. Physical attendance at the AGM by a shareholder is not necessary for the purpose of exercising voting rights.
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
(iv) To be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof must be deposited at the Company's Hong Kong branch share registrar, Union Registrars Limited ("Branch Share Registrar") 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. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the AGM or any adjournment thereof. In such event, the form of proxy previously submitted shall be deemed to be revoked.
(v) Where there are joint holders of any shares, any one of such joint holders may vote at the AGM, either in person or by proxy in respect of such shares as if he were solely entitled thereto, but the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the relevant joint holding.
(vi) In order to qualify for the right to attend and vote at the AGM, all relevant share certificates and properly completed transfer forms must be lodged for registration with the Branch Share Registrar at the above address before 4:30 p.m. on Friday, 21 February 2025.
(vii) If typhoon signal no. 8 or above, or a "black" rainstorm warning signal or "extreme conditions" announced by the Hong Kong Government is in force at any time between 8:30 a.m. and 10:30 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the websites of the Stock Exchange (https://www.hkexnews.hk) and the Company (https://www.EmperorCapital.com) to notify shareholders of the date, time and place of the adjourned meeting.
(viii) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.