Emperor Culture Group Limited — Proxy Solicitation & Information Statement 2000

Aug 14, 2000

(Incorporated in Hong Kong with limited liability)

Notice of Annual General Meeting

NOTICE is hereby given that the Annual General Meeting of the Company will be held at Regent Suite, Lobby Level, The Regent Hong Kong, 18 Salisbury Road, Tsim Sha Tsui, Kowloon on Friday, 22nd September, 2000 at 12:00 noon for the following purposes:

(1) To receive and consider the reports of the directors and the auditors and the audited accounts for the year ended 31st March, 2000.

(2) To approve a final dividend of 0.5 cent per share for the year ended 31st March, 2000.

(3) To re-elect directors and to fix the directors' remuneration.

(4) To appoint auditors and to authorize the directors to fix their remuneration.

(5) As special business, to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (c), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue or scrip dividend scheme of the Company or the exercise of the subscription rights under the share option scheme of the Company, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

`Relevant Period' means the period from the passing of this resolution until whichever is the earlier of:

(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 articles of association of the Company or any applicable law to be held; and

(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

`Rights Issue' means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company 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)."

	By Order of the Board
	Cheung Kit Man, Melina
	Company Secretary

Hong Kong, 11th August, 2000

Registered Office:

9/F, King Fook Building

30--32 Des Voeux Road C.

Hong Kong

Notes:

(1) The register of members will be closed from 20th September, 2000 to 22nd September, 2000, both days inclusive. In order to qualify for the final dividend for the year ended 31st March, 2000, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's registrars, Central Registration Hong Kong Limited, at Hopewell Centre, 17th Floor, 183 Queen's Road East, Hong Kong, not later than 4:00 p.m. on 19th September, 2000.

(2) A shareholder is entitled to appoint not more than two proxies (except a member who is a clearing house or its nominee may appoint more than two proxies) to attend and vote on his behalf at the meeting. A proxy need not be a shareholder of the Company. A proxy form, to be valid, must be completed and returned to the Company's registered office together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for the holding of the meeting.

Please also refer to the published version of this announcement in the (Hong Kong iMail)