Regent Pacific Group Limited — AGM Information 2012

Apr 20, 2012

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(Incorporated in the Cayman Islands with Limited Liability)

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Stock Code: 0575 20 April 2012

ANNOUNCEMENT

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.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company for Year 2012 will be held at Salons 1 and 2, Level 1, MGM Macau[] , Avenida Dr. Sun Yat Sen, NAPE, Macau on Wednesday, 30 May 2012 at 11:00 am for the following purposes ([] Shuttle buses of MGM Macau will depart from the New Macau Maritime Ferry Terminal from time to time):

1. To receive and consider the audited financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2011.

2. To re-elect directors of the Company and to confirm their remuneration.

3. To re-appoint auditor of the Company and to authorise the directors of the Company to fix their remuneration.

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Regent Pacific Group Limited 8th Floor, Henley Building 5 Queen's Road Central Hong Kong

Tel: (852) 2514 6111 Fax: (852) 2810 4792 | (852) 2509 0827 Email: info@regentpac.com Website: www.regentpac.com

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1. As special business, to consider and, if thought fit, pass (with or without amendments) the following resolution

As an Ordinary Resolution

“ THAT there be granted to the directors of the Company (the “ Directors ”) an unconditional general mandate to issue, allot and otherwise deal with additional shares of US$0.01 each in the capital of the Company (“ Shares ”) and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for and are convertible into Shares) in respect thereof, subject to the following conditions:

• (a) such mandate shall not extend beyond the Relevant Period (as hereinafter defined) save that the Directors may, during the Relevant Period, make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for and are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• (b) the aggregate number of Shares to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of Shares upon the exercise of rights of subscription or conversion under the terms of any securities issued by the Company carrying rights to subscribe for or purchase or convert into Shares; or (iii) an issue of Shares as scrip dividends pursuant to the Articles of Association of the Company from time to time; or (iv) an issue of Shares upon the exercise of share options under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants of Shares or rights to acquire Shares, shall not exceed 20 per cent of the issued voting share capital of the Company as at the date of the passing of this Resolution; and

• (c) for the purposes of this Resolution:

“ Relevant Period ” means the period from the date of the passing of this Resolution until whichever is the earlier of:

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

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Regent Pacific Group Limited Email: info@regentpac.com Website: www.regentpac.com

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• (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 of the Cayman Islands to be held; and

• (iii) the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company at a general meeting.

“ Rights Issue ” means the allotment, issue or grant of Shares pursuant to an offer (open for a period fixed by the Directors) made to holders of the Shares or any class thereof on the Register of Members of the Company on a fixed record date pro rata to their then holdings of such Shares or class thereof (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, or in any territory outside, Hong Kong).”

1. As special business, to consider and, if thought fit, pass (with or without amendments) the following resolution

As an Ordinary Resolution

“ THAT there be granted to the directors of the Company (the “ Directors ”) an unconditional general mandate to repurchase, on The Stock Exchange of Hong Kong Limited, the shares of US$0.01 each in the capital of the Company (“ Shares ”), subject to and in accordance with all applicable laws, rules and regulations and the following conditions:

• (a) such mandate shall not extend beyond the Relevant Period (as defined below);

• (b) such mandate shall authorise the Directors to procure the Company to repurchase Shares at such prices as the Directors may at their discretion determine;

• (c) the aggregate number of Shares to be repurchased by the Company pursuant to this Resolution during the Relevant Period shall not exceed 10 per cent of the issued voting share capital of the Company as at the date of the passing of this Resolution; and

• (d) for the purposes of this Resolution, “ Relevant Period ” means the period from the date of the passing of this Resolution until whichever is the earlier of:

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

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• (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 of the Cayman Islands to be held; and

• (iii) the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company at a general meeting.”

• As special business, to consider and, if thought fit, pass (with or without amendments) the following resolution

As an Ordinary Resolution

“ THAT , conditional upon the passing of Ordinary Resolutions numbered 4 and 5 above, the aggregate number of Shares which may from time to time be repurchased by the Company pursuant to, and in accordance with, the general mandate granted under Ordinary Resolution numbered 5 shall be added to the aggregate number of Shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to, and in accordance with, the general mandate granted under Ordinary Resolution numbered 4.”

1. As special business, to consider and, if thought fit, pass the following resolution

As a Special Resolution

• (a) “ THAT the memorandum of association of the Company be amended:

• (i) by delecting the existing Clause 2 in its entirety and replacing the following new clause therefor:

  • “2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands or at such other place as the Directors may from time to time decide.”

• (ii) by deleting the existing Clause 7 in its entirety and replacing the following new clause therefor:

  • “7. If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies Law (Revised) and, subject to the provisions of the Companies Law (Revised) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any

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Regent Pacific Group Limited Email: info@regentpac.com Website: www.regentpac.com

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jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.” ”

• (b) “ THAT the articles of association of the Company be amended:

• (i) by deleting the existing definition of “electronic” in Article 2(1) in its entirety and replacing the following new definition therefor:

  • “ “electronic” the meaning attributed to it by the Electronic Transactions Law.”

• (ii) by inserting the following new definition of “Electronic Transactions Law” to Article 2(1):

“ “Electronic The Electronic Transactions Law (Revised) of the Transactions Law” Cayman Islands and every modification thereof.”

• (iii) by inserting the following new sub-paragraph (h) to Article 2(2) so that the new Article 2(2) shall read:

• “(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:

  • (a) words importing the singular include the plural and vice versa;

  • (b) words importing a gender include both gender and the neuter;

  • (c) words importing persons include companies, associations and bodies of persons whether corporate or not;

  • (d) the words:

    • (i) “may” shall be construed as permissive; and

    • (ii) “shall” or “will” shall be construed as imperative;

  • (e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form;

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  - (f) references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force;

  - (g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context; and

  - (h) Sections 8 and 19 of the Electronic Transactions Law shall not apply.”

• (iv) by deleting the existing Article 87 in its entirety and replacing the following new article therefor:

• “87. (1) Notwithstanding any other provisions in the Articles, at each annual general meeting one-third of the Directors for the time being shall retire from office by rotation, providing that every Director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

  • (2) A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.”

• (v) by deleting the existing Articles 103(1)(iii) and 103(2) in their entirety so that the new Article 103 reads as follows:

• “103. (1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement or any other proposal in which he or his associate(s) is materially interested, but this prohibition shall not apply to any of the following matters namely:

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• (i) the giving of any security or indemnity either:

• (a) to the Director or his associate(s) in respect of money lent or obligations incurred or undertaken by the Director or his associate(s) at the request of or for the benefit of the Company or any of its subsidiaries; or

• (b) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has/have himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

• (ii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or subunderwriting of the offer;

• (iii) [deleted by the Special Resolution passed on 30 May 2012] ;

• (iv) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

• (a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme, under which the Director or his associate(s) may benefit; or

• (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, their associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

• (v) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the

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Regent Pacific Group Limited Email: info@regentpac.com Website: www.regentpac.com

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Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

• (2) [deleted by the Special Resolution passed on 30 May 2012]

• (3) If any question arises at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or any of his associate(s) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting. The chairman’s ruling in relation to such other Director shall be final and conclusive, except in a case where the nature or extent of the interest of the Director concerned or his associate(s) as known to the Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting or any of his associate(s), such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive, except in a case where the nature or extent of the interest of such Director or any of his associate(s) as known to such chairman has not been fairly disclosed to the Board.” ”

• (c) “ THAT the new memorandum and articles of association of the Company (the “ New Memorandum and Articles of Association ”), having incorporated all previous amendments made to the Company’s memorandum and articles of association (including the amendments set out in sub-paragraphs (a) and (b) above) in a consolidated copy (copy of which is produced at the meeting and signed by the chairman of the meeting for the purpose of identification), be and are hereby adopted.”

By Order of the Board of Regent Pacific Group Limited

Jamie Gibson Director

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Directors of the Company:

James Mellon (Co-Chairman)[] Stephen Dattels (Co-Chairman)[] Jamie Gibson ( Chief Executive Officer ) David Comba[#] Julie Oates[# ] Mark Searle[#] Jayne Sutcliffe[* ]

• Non-Executive Directors

• # Independent Non-Executive Directors

Hong Kong, 20 April 2012

Notes:

1. The audited financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2011 are set out in the Company’s annual report (the “ Annual Report 2011 ”).

2. The directors standing for re-election under Resolution numbered 2 are James Mellon, Jamie Gibson and David Comba. Biographical details of the retiring Directors are set out in the shareholders’ circular dated 20 April 2012 issued by the Company (the “ Circular ”), which accompanies the Annual Report 2011.

3. BDO Limited will retire at the Company’s annual general meeting for Year 2012 being convened by this notice (the “ 2012 Annual General Meeting ”) and, being eligible, offer themselves for re-appointment under Resolution numbered 3.

4. The general mandate granted to the Directors of the Company at its last annual general meeting held on 1 June 2011 (the “ 2011 Annual General Meeting ”) to issue, allot and otherwise deal with additional shares up to a maximum of 20 per cent of the Company’s then issued voting share capital will expire at the conclusion of the 2012 Annual General Meeting. Accordingly, the Directors propose Ordinary Resolution numbered 4 to renew the share issue mandate.

The share issue mandate, if approved at the 2012 Annual General Meeting, will expire at the conclusion of the next annual general meeting of the Company unless it is revoked or varied by a shareholders’ resolution before then. Shareholders are recommended to read the Circular, which contains important information concerning Ordinary Resolution numbered 4 in respect of the share issue mandate.

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Regent Pacific Group Limited Email: info@regentpac.com Website: www.regentpac.com

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1. The general mandate granted to the Directors of the Company at the extraordinary general meeting held on 28 March 2012 to repurchase, on The Stock Exchange of Hong Kong Limited, the Company’s shares up to a maximum of 10 per cent of the Company’s then issued and fully paid voting share capital will expire at the conclusion of the 2012 Annual General Meeting. Accordingly, the Directors propose Ordinary Resolution numbered 5 to renew the repurchase mandate.

The repurchase mandate, if approved at the 2012 Annual General Meeting, will expire at the conclusion of the next annual general meeting of the Company unless it is revoked or varied by a shareholders’ resolution before then. Shareholders are recommended to read the Circular, which contains important information concerning Ordinary Resolution numbered 5 in respect of the repurchase mandate.

1. The proposed Ordinary Resolution numbered 6 is to seek shareholders’ approval to extend the share issue mandate to be granted under Ordinary Resolution numbered 4 to include the shares from time to time repurchased by the Company under the repurchase mandate pursuant to the repurchase mandate to be granted under Ordinary Resolution numbered 5.

2. The proposed Ordinary Resolution numbered 7 is to seek shareholders’ approval to amend certain provisions of the Company’s memorandum and articles of association so that they comply with the recent amendments introduced to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and to adopt the amended and restated memorandum and articles of association of the Company, which have incorporated all previous amendments made to the Company’s memorandum and articles of association in a consolidated copy. Shareholders are recommended to check the proposed amendments as set out in the Circular.

3. A member of the Company entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. Completion and return of an instrument appointing a proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting if he so wishes.

4. In order for it to be valid, the form of proxy, accompanied by the power of attorney (if applicable) or other authority (if any) under which it is signed or a certified copy of that power or authority, must be deposited with the Company Secretary at the Company’s principal place of business in Hong Kong at 8th Floor, Henley Building, 5 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for the meeting or its adjourned meeting.

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Regent Pacific Group Limited Email: info@regentpac.com Website: www.regentpac.com

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1. In the case of joint registered holders, 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 holder(s). For this purpose, seniority shall be determined by the order in which the names of the holders stand in the Register of Members of the Company in respect of such joint holding.

2. In the case of a conflict between the English text of this notice and its Chinese translation, the English text will prevail.

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