Regent Pacific Group Limited — Proxy Solicitation & Information Statement 2013

Apr 19, 2013

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document 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 all your shares in Regent Pacific Group Limited, you should, without delay, hand this document, together with the accompanying proxy form, to the purchaser or to the stockbroker, bank manager or other agent through whom the sale was effected for transmission to the purchaser.

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

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Regent Pacific Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 0575)

Re-election of Directors; General Mandate to Issue New Shares;

General Mandate to Repurchase the Company’s Own Shares; and Annual General Meeting for Year 2013

A notice convening the annual general meeting of Regent Pacific Group Limited for Year 2013 is set out in Pages 16 to 20 of this document. Whether or not you are able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company Secretary at the Company’s principal place of business in Hong Kong as soon as possible but in any event not later than 11:00 am on Monday, 17 June 2013. Completion and return of the form of proxy will not prevent you from attending and voting in person at the meeting or any adjourned meeting if you so wish.

19 April 2013

TABLE OF CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Audited Financial Statements 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Re-appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
5.	Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
6.	Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
7.	Extension of Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
8.	The 2013 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
9.	Directors’ recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
**Notice of **	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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DEFINITIONS

In this document, the following expressions have the following meanings unless the context requires otherwise:

“2012 Annual General Meeting”	the last annual general meeting of the Company held on 30
	May 2012
“2013 AGM Notice”	the notice convening the 2013 Annual General Meeting as set
	out in Pages 16 to 20 of this document
“2013 Annual General Meeting”	the annual general meeting of the Company for Year 2013
	convened to be held on Wednesday, 19 June 2013, the notice
	of which is set out in Pages 16 to 20 of this document
“Annual Report 2012”	the annual report of the Company for the year ended 31
	December 2012, which accompanies this document
“Articles of Association”	the articles of association of the Company
“Audit Committee”	the audit committee of the Company
“Audited Financial Statements	the audited financial statements of the Company for the year
2012”	ended 31 December 2012 as set out in the Annual Report
	2012, which accompanies this document
“Auditor”	BDO Limited, being the auditor of the Company
“Board”	the board of directors of the Company
“Company”	Regent Pacific Group Limited, a company incorporated in the
	Cayman Islands with limited liability, the Shares of which are
	listed on the HK Stock Exchange and are also traded on the
	OTC market (Freiverkehr) of the Frankfurt Stock Exchange
“connected person(s)”	shall have the meaning defined in Chapter 14A of the HK
	Listing Rules
“Connected Transactions	the connected transactions committee of the Company, which
Committee”	reviews and monitors any conflict of interests that the Group
	may have with any of its directors, employees or members
	and, moreover, any actual or potential connected or related
	party transaction (including connected transactions exempted
	under the HK Listing Rules) that the Group is proposing to
	enter into, including any approvals thereof
“Corporate Governance Code”	the Corporate Governance Code set out in Appendix 14 to the
	HK Listing Rules, as amended from time to time
“Director(s)”	the directors of the Company

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DEFINITIONS

• “ Group ” the Company and its subsidiaries

“ HK Listing Rules ” The Rules Governing the Listing of Securities on the HK Stock Exchange, as amended from time to time

• “ HK Stock Exchange ” The Stock Exchange of Hong Kong Limited

• “ HK Takeovers Code ” The Hong Kong Code on Takeovers and Mergers issued by the Hong Kong Securities and Futures Commission, as amended from time to time

• “ HK$ ” Hong Kong dollars, the lawful currency in Hong Kong

• “ Latest Practicable Date ” Friday, 12 April 2013, being the latest practicable date prior to the printing of this document for ascertaining certain information for inclusion in this document

• “ Long Term Incentive Plan the long term incentive plan of the Company named the “Long 2007 ” Term Incentive Plan 2007” established with the shareholders’ approval on 8 December 2007

• “ Memorandum and Articles of the memorandum and articles of association of the Company Association ”

• “ Nomination Committee ” the nomination committee of the Company

• “ Option(s) ” the options granted and exercisable under the Share Option Scheme (2002)

• “ Performance Bonus Plan ” the performance bonus plan of the Group established on 18 October 2002

• “ Remuneration Committee ” the remuneration committee of the Company

• “ Repurchase Mandate ” an unconditional general mandate to be granted to the Directors, authorising them to repurchase, on the HK Stock Exchange, up to a maximum of 10 per cent of the fully paid voting Shares in issue as at the date of the 2013 Annual General Meeting or otherwise as at the date when the relevant resolution is passed

• “ SFO ” The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time

• “ Share(s) ” the ordinary shares, with voting rights, of US$0.01 each in the capital of the Company, which are listed on the HK Stock Exchange and are also traded on the OTC market (Freiverkehr) of the Frankfurt Stock Exchange

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DEFINITIONS

“ Share Issue Mandate ” an unconditional general mandate to be granted to the Directors, authorising them to issue, allot and otherwise deal with additional Shares up to a maximum of 20 per cent of the issued voting share capital of the Company as at the date of the 2013 Annual General Meeting or otherwise as at the date when the relevant resolution is passed

• “ Share Option Scheme (2002) ” the share option scheme of the Company named the “Share Option Scheme (2002)” established with the shareholders’ approval on 15 November 2002, which already expired on 15 November 2012 with the provisions of its Rules remaining in full force and effect to the extent necessary to give effect to the exercise of any Options granted and remaining outstanding prior to the date of the expiry

• “ Technical Committee ” the technical committee of the Company, which reviews and monitors the compliance of the Company with the requirements of Chapter 18 of the HK Listing Rules (together with associated provisions of the HK Listing Rules)

• “ Unit(s) ” the units granted under the Long Term Incentive Plan 2007 “ US$ ” United States dollars, the lawful currency in the United States

• Note: Unless otherwise specified herein, amounts denominated in US$ have been translated, for the purpose of illustration only, into HK$ using the exchange rate of US$1.00 = HK$7.80.

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LETTER FROM THE BOARD

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Regent Pacific Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 0575)

Executive Director: Jamie Gibson (Chief Executive Officer)

Registered office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Non-Executive Directors: James Mellon (Co-Chairman) Stephen Dattels (Co-Chairman) David Comba[#] Julie Oates[#] Mark Searle[#] Jayne Sutcliffe

Principal place of business in Hong Kong: 8th Floor Henley Building 5 Queen’s Road Central Hong Kong

# Independent Non-Executive Directors

19 April 2013

To the shareholders of Regent Pacific Group Limited

Dear Sir or Madam

Re-election of Directors; General Mandate to Issue New Shares;

General Mandate to Repurchase the Company’s Own Shares; and Annual General Meeting for Year 2013

1 INTRODUCTION

This document provides shareholders with all the information reasonably necessary to enable them to make an informed decision as to whether to vote in favour of the following resolutions proposed at the 2013 Annual General Meeting, as set out in detail in the 2013 AGM Notice:

• a. To receive the Audited Financial Statements 2012 and the relevant reports of the Directors and Auditor.

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LETTER FROM THE BOARD

• b. To re-elect the Directors who will retire at the 2013 Annual General Meeting pursuant to the Articles of Association.

• c. To re-appoint the retiring Auditor.

• d. To approve the Share Issue Mandate.

• e. To approve the Repurchase Mandate.

• f. To approve the extension of the Share Issue Mandate.

2 AUDITED FINANCIAL STATEMENTS 2012

The Audited Financial Statements 2012 and the relevant reports of the Directors and the Auditor to be received under Resolution numbered 1 at the 2013 Annual General Meeting are set out in the Annual Report 2012, which accompanies this document.

3 RE-ELECTION OF DIRECTORS

In accordance with Article 86(3) of the Articles of Association, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board, or, subject to authorisation by the shareholders in general meeting, as an addition to the existing Board. Any Director appointed after the close of the last annual general meeting of the Company shall retire at the next annual general meeting of the Company but shall then be eligible for re-election. Any Director who so retires shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting.

In accordance with Article 87 of the Articles of Association, at each annual general meeting of the Company 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 (which is in compliance with Code Provision A.4.2 of the Corporate Governance Code). A retiring Director shall be eligible for re-election.

No Directors will retire pursuant to Article 86(3) at the 2013 Annual General Meeting, and Julie Oates, Mark Searle and Jayne Sutcliffe will retire by rotation pursuant to Article 87 at the 2013 Annual General Meeting. All of them, being eligible, offer themselves for re-election under Resolution numbered 2 at the 2013 Annual General Meeting.

Biographical details of the retiring Directors are as follows:

• (a) Julie Oates , aged 51, British, has been an Independent Non-Executive Director of the Company since September 2004. She trained with PKF (Isle of Man) LLC and qualified in 1987 as a member of The Institute of Chartered Accountants in England and Wales. Mrs Oates later joined the international firm of Moore Stephens, and was appointed partner in the Isle of Man firm in 1997. In 2002, she joined a local trust company as Managing

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LETTER FROM THE BOARD

Director and in 2003 established her own accountancy practice. Mrs Oates has experience in both the general practice areas of accounting and business assurance as well as offshore corporate and trust administration. Mrs Oates acts as director for a number of companies and is licensed by the Isle of Man Government Financial Supervision Commission and approved to act as a director of insurance companies by the Isle of Man Government Insurance and Pensions Authority.

According to the Register of Directors’ and Chief Executive’s Interests and Short Positions required to be kept by the Company under Part XV of the SFO, as at the Latest Practicable Date, Mrs Oates held, for the beneficial interests jointly with her spouse, 2,500,000 Shares, being 0.07 per cent of the Company’s existing issued voting share capital. She did not hold any outstanding Options or units under the Share Option Scheme (2002) and the Long Term Incentive Plan 2007 respectively.

Mrs Oates is: (i) the Chairlady of the Audit Committee and the Connected Transactions Committee; and (ii) a member of the Nomination Committee and the Remuneration Committee.

Details of the emoluments and term of office of the Independent Non-Executive Directors are set out below.

• (b) Stawell Mark Searle , aged 69, British, has been an Independent Non-Executive Director of the Company since October 2001. He has over 30 years’ experience in the investment management industry. Having trained with Jardine Matheson, the Far Eastern trading house in London, he was seconded to Samuel Montagu where he worked for two years in their Investment Department. Subsequently, Mr Searle joined Investment Intelligence Limited becoming Investment Director responsible for management of a stable of open ended funds. Between 1982 and 1987, he was Managing Director of Richards Longstaff Limited, a privately owned investment consultancy. In the following ten years, he was Investment Director of Gerrard Asset Management. Mr Searle has been a director of a number of closed-ended funds during his career and most recently was a director of Invesco Perpetual European Absolute Return Investment Trust Plc (formerly a listed company on the London Stock Exchange), which was liquidated at the end of October 2009 at the request of a majority of shareholders.

According to the Register of Directors’ and Chief Executive’s Interests and Short Positions required to be kept by the Company under Part XV of the SFO, as at the Latest Practicable Date, Mr Searle held:

• personal interests in 4,000,000 Shares, being 0.12 per cent of the Company’s existing issued voting share capital; and

• to the order of a pension fund, of which he is the sole beneficiary, 1,000,000 Shares, being 0.03% of the Company’s existing voting share capital.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, Mr Searle did not hold any outstanding Options or units under the Share Option Scheme (2002) and the Long Term Incentive Plan 2007 respectively.

Mr Searle is: (i) the Chairman of the Remuneration Committee; and (ii) a member of the Audit Committee, the Connected Transactions Committee and the Nomination Committee.

Details of the emoluments and term of office of the Independent Non-Executive Directors are set out below.

• (c) Jayne Allison Sutcliffe , aged 49, British, was appointed as the Group Corporate Finance Director in August 1991 and was re-designated as a Non-Executive Director in June 2000. Mrs Sutcliffe has spent most of her professional career in the fund management industry specialising in sales and marketing initially at Thornton Management and then at Tyndall Holdings Plc. Mrs Sutcliffe co-founded Regent Pacific Group in 1990 where she established, and was responsible for, the Group’s corporate finance activities. She has a Master’s degree in Theology from Oxford University. Mrs Sutcliffe is also director of a subsidiary of Regent Pacific Group. She is also the Group Chief Executive of Charlemagne Capital Limited, which is listed on the Alternative Investment Market of the London Stock Exchange.

According to the Register of Directors’ and Chief Executive’s Interests and Short Positions required to be kept by the Company under Part XV of the SFO, as at the Latest Practicable Date, Mrs Sutcliffe held:

• (i) personal interests in 17,160,465 Shares, being 0.49 per cent of the Company’s existing issued voting share capital; and (ii) through a discretionary trust under which she and members of her family may become beneficiaries, interests in 27,965,226 Shares, being 0.80 per cent of the Company’s existing issued voting share capital; and

• personal interests in 150,000 shares in the capital of AstroEast.com Limited (a 51 per cent owned subsidiary of the Company), being 0.54 per cent of its existing issued share capital.

As at the Latest Practicable Date, Mrs Sutcliffe did not hold any outstanding Options or units under the Share Option Scheme (2002) and the Long Term Incentive Plan 2007 respectively.

Mrs Sutcliffe does not serve on any committees of the Board.

Details of the emoluments and term of office of the Non-Executive Directors are set out below.

Pursuant to their letters of appointment, each of Julie Oates and Mark Searle (for their position as an Independent Non-Executive Director) receives an annual director’s fee of US$40,000 (or approximately HK$312,000) and Jayne Sutcliffe (for her position as a Non-Executive Director) receives an annual director’s fee of US$20,000 (or approximately HK$156,000) from the

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LETTER FROM THE BOARD

Company. The Company determined the amount of director’s fee payable to Mrs Oates, Mr Searle and Mrs Sutcliffe on what it believes a comparable company would pay to its independent and non-executive directors respectively. Shareholders shall note that Independent Non-Executive Directors are excluded from the Performance Bonus Plan, and during the year ended 31 December 2012, no discretionary bonuses were paid by the Company to Jayne Sutcliffe under the Performance Bonus Plan.

The letters of appointment of Mrs Oates, Mr Searle and Mrs Sutcliffe do not specify a term for their appointment. However, his/her appointment may be terminated by either party giving 30 calendar days’ notice, and he/she is also subject to the directors’ retirement provisions as set out in the Articles of Association.

In compliance with the existing Rule 3.10(1) and the new 3.10A (which was recently introduced for compliance before 31 December 2012) of the HK Listing Rules, the Board currently comprises three Independent Non-Executive Directors, namely David Comba, Julie Oates and Mark Searle, representing more than one-third of the Board.

Code Provision A.4.3 of the Corporate Governance Code provides that serving more than 9 years could be relevant to the determination of a non-executive director’s independence. If an independent non-executive director serves more than 9 years, his further appointment should be subject to a separate resolution to be approved by shareholders. The papers to shareholders accompanying that resolution should include the reasons why the board believes he is still independent and should be elected. It is noted that:

• Mark Searle, who was appointed as an Independent Non-Executive Director on 31 October 2001, has served for more than 9 years when he was last re-elected as a Director at the Company’s annual general meeting held for Year 2011 (which was before the aforesaid Code Provision A.4.3 becoming effective on 1 April 2012); and

• Julie Oates, who was appointed as an Independent Non-Executive Director on 28 September 2004, will be serving her 9th year in 2013.

Pursuant to paragraph 12B of Appendix 16 to the HK Listing Rules, each of the Independent Non-Executive Directors, including the retiring Directors (namely Julie Oates and Mark Searle), has confirmed by an annual confirmation: (i) that he/she complies with each of the independence criteria referred to in Rule 3.13(1) to (8); (ii) that he/she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any connected person (as such term is defined in the HK Listing Rules) of the Company; and (iii) that there are no other factors that may affect his/her independence at the same time as the submission of his/her Declaration and Undertaking in Form B of Appendix 5 to the HK Listing Rules. The Directors consider that all three Independent Non-Executive Directors (including Julie Oates and Mark Searle) continue to be independent under these independence criteria and have proved to be capable to efficiently exercise independent judgement. Among them, Julie Oates has the appropriate professional qualifications and accounting and related financial management

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LETTER FROM THE BOARD

expertise required under Rule 3.10(2). As mentioned above, Julie Oates and Mark Searle serve in the Audit Committee, the Connected Transactions Committee, the Nomination Committee and the Remuneration Committee, while Julie Oates is the Chairlady of the first two committees and Mark Searle is the Chairman of the Remuneration Committee. And, David Comba is a member of the Technical Committee. Accordingly, the Directors consider that Julie Oates and Mark Searle should be re-elected as Independent Non-Executive Directors at the 2013 Annual General Meeting. Rotational retirement and re-election of the retiring Directors will be dealt with by a separate resolution for each of the retiring Director at the 2013 Annual General Meeting.

None of the Directors proposed for re-election at the 2013 Annual General Meeting has any unexpired service contract with the Company or any of its subsidiaries, which is not determinable by the employing company within one year without payment (other than statutory compensation).

None of the Directors of the Company has any unexpired service contract with the Company or any of its subsidiaries, which was entered into on or before 31 January 2004 and was exempt from the shareholders’ approval requirement under Rule 13.68 of the HK Listing Rules but is required to be disclosed in the Company’s annual report pursuant to Paragraph 14A of Appendix 16 to the HK Listing Rules.

Save for disclosed above, none of the retiring Directors:

• (1) holds any directorships in any listed company; or

• (2) has any relationships (either financial or business or family or other material/relevant relationship(s)) with any other Directors, senior management or substantial or controlling shareholders of the Company; or

• (3) has any connections (either being a director or an employee) with any company which has an interest in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO; or

• (4) has to disclose any issues under Rule 13.51(2)(h) to 2(v) of the HK Listing Rules.

There are no other matters, to the best knowledge of the Directors, that need to be brought to the attention of the holders of securities of the Company.

4 RE-APPOINTMENT OF AUDITOR

BDO Limited will retire at the 2013 Annual General Meeting and, being eligible, offer themselves for re-appointment under Resolution numbered 3.

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LETTER FROM THE BOARD

5 SHARE ISSUE MANDATE

The general mandate granted to the Directors at the 2012 Annual General Meeting to issue, allot and otherwise deal with additional Shares up to a maximum of 697,146,104 Shares, being 20 per cent of the Company’s then issued voting share capital, will expire at the conclusion of the 2013 Annual General Meeting provided that it is not revoked or varied by a shareholders’ resolution before then. Accordingly, the Directors have proposed Ordinary Resolution numbered 4 at the 2013 Annual General Meeting to renew the share issue mandate.

The proposed Ordinary Resolution numbered 4 set out in the 2013 AGM Notice will, if passed, grant the Share Issue Mandate to the Directors authorising them to issue, allot and otherwise deal with additional Shares up to a maximum of 20 per cent of the issued voting share capital of the Company as at the date when the relevant resolution is passed. The Share Issue Mandate, if approved at the 2013 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.

As at the Latest Practicable Date, there were 3,485,730,523 voting Shares in issue. Accordingly, on the assumption that prior to the date of the 2013 Annual General Meeting, (i) no additional Shares will be issued either upon exercise of any Options or otherwise; and (ii) no Shares will be repurchased by the Company, exercise in full of the Share Issue Mandate would result in up to 697,146,104 Shares being issued by the Company during the Relevant Period (as defined in the proposed Ordinary Resolution numbered 4 in the 2013 AGM Notice). Approval has been obtained from the HK Stock Exchange for the listing of and permission to deal in the new Shares to be issued upon exercise of the Options. Any other issue of new Shares is subject to approval from the HK Stock Exchange for the listing of and permission to deal in such new Shares.

6 REPURCHASE MANDATE

The general mandate granted to the Directors at the 2012 Annual General Meeting to repurchase, on the HK Stock Exchange, up to a maximum of 348,573,052 Shares, being 10 per cent of the Company’s then issued and fully paid voting share capital, will expire at the conclusion of the 2013 Annual General Meeting provided that it is not revoked or varied before then. Accordingly, the Directors have proposed Ordinary Resolution numbered 5 at the 2013 Annual General Meeting to renew the repurchase mandate.

The proposed Ordinary Resolution numbered 5 set out in the 2013 AGM Notice will, if passed, grant the Repurchase Mandate to the Directors authorising them to repurchase, on the HK Stock Exchange, up to a maximum of 10 per cent of the fully paid voting Shares in issue as at the date when the relevant resolution is passed. The Repurchase Mandate, if approved at the 2013 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.

Given the 3,485,730,523 voting Shares in issue as at the Latest Practicable Date and on the same assumptions set out in (i) and (ii) of Paragraph 5 above, exercise in full of the Repurchase Mandate would result in up to 348,573,052 Shares being repurchased by the Company during the Relevant Period (as defined in the proposed Ordinary Resolution numbered 5 in the 2013 AGM Notice).

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LETTER FROM THE BOARD

The Directors have confirmed to the HK Stock Exchange that the proposed Repurchase Mandate has no unusual features, and have undertaken to the HK Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the HK Listing Rules and the laws of the Cayman Islands.

(a) Reasons for repurchases

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 shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.

(b) Funding of repurchases

In repurchasing Shares, the Company may only apply funds legally available for such purposes in accordance with its Memorandum and Articles of Association and the laws of the Cayman Islands. Such funds may include capital paid up on the purchased Shares, profits otherwise available for dividends or the proceeds of a new issue of Shares.

If the Repurchase Mandate were exercised in full, there could be a material adverse impact on the Group’s working capital position or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Group (as compared with the position disclosed in the Audited Financial Statements 2012). The Directors therefore do not propose to exercise the Repurchase Mandate to such an extent unless the Directors determine that such repurchases are, taking account of all relevant factors, in the best interests of the Group.

(c) Dealing restrictions

The Company shall not purchase its Shares on the HK Stock Exchange if the purchase price is higher by 5 per cent or more than the average closing market price for the five preceding trading days on which its Shares were traded on the HK Stock Exchange. In addition, the Company shall not purchase its Shares on the HK Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the HK Stock Exchange from time to time.

The Company shall not purchase its Shares on the HK Stock Exchange at any time after a price sensitive development has occurred or has been the subject of a decision until such time as the price sensitive information is made publicly available. In particular, unless the circumstances are exceptional, the Company may not purchase its Shares on the HK Stock Exchange during the period of one month immediately preceding the earlier of:

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LETTER FROM THE BOARD

• (i) the date of the Board meeting of the Company (as such date is first notified to the HK Stock Exchange in accordance with the HK Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the HK Listing Rules); and

• (ii) the deadline for the Company to publish an announcement of its results for any year or half-year under the HK Listing Rules, or quarterly or any other interim period (whether or not required under the HK Listing Rules),

and ending on the date of the results announcement.

The Company may not purchase its Shares on HK Stock Exchange if that purchase would result in the number of its Shares in the hands of the public being reduced to less than 25 per cent of the Shares then in issue. However, shareholders please note that exercise of the Repurchase Mandate in full will not result in the Company’s public float being reduced to less than the requirement prescribed in the HK Listing Rules for the Company.

The Company shall not knowingly purchase its Shares from a connected person and a connected person shall not knowingly sell his Shares to the Company, on the HK Stock Exchange. None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates has a present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such mandate is approved by shareholders. No other connected persons have notified the Company that they intend to sell Shares to the Company. However, none of the Directors (or any of their associates) or other connected persons has undertaken to the Company not to do so, in the event that the Repurchase Mandate is approved by shareholders.

(d) Status of repurchased securities

The listing of all securities repurchased by a listed company (whether on the HK Stock Exchange or otherwise) shall be automatically cancelled upon repurchase and the corresponding certificates will be cancelled and destroyed as soon as reasonably practicable following the settlement of any such purchases. Under the Cayman Islands law, the Shares so repurchased will be treated as having been cancelled.

Repurchase of Shares will not cause any change in the authorised share capital of the Company.

(e) Repurchase of Shares

No Shares were repurchased by the Company or any of its subsidiaries, either on the HK Stock Exchange or otherwise, during the six months immediately preceding the Latest Practicable Date.

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LETTER FROM THE BOARD

(f) Market prices

The highest and lowest prices at which the Shares were traded on the HK Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:

	Highest traded	Lowest traded
	price per	price per
Month	Share	Share
	(HK$)	(HK$)
2012
April	0.270	0.230
May	0.260	0.240
June	0.255	0.217
July	0.222	0.187
August	0.209	0.175
September	0.200	0.178
October	0.208	0.179
November	0.217	0.192
December	0.219	0.192
2013
January	0.315	0.202
February	0.305	0.115
March	0.127	0.111
April (up to the Latest Practicable Date)	0.115	0.107

(g) HK Takeovers Code

If, as a result of a share repurchase by the Company, a shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purpose of the HK Takeovers Code. Accordingly, a shareholder, or groups of shareholders acting in concert, could, depending upon the level of increase in shareholding interest(s), obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rule 26 of the HK Takeovers Code. However, according to the Register of Interests in Shares and Short Positions of Substantial Shareholders being kept by the Company pursuant to Part XV of the SFO, even if the Repurchase Mandate were exercised in full, no substantial shareholder or any groups of shareholders acting in concert would hold more than 30 per cent of the Company’s total issued voting share capital and become obliged to make a mandatory general offer under the HK Takeovers Code.

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LETTER FROM THE BOARD

7 EXTENSION OF SHARE ISSUE MANDATE

The proposed Ordinary Resolution numbered 6 set out in the 2013 AGM Notice will, if passed, extend the Share Issue Mandate to include the aggregate number of Shares which may from time to time be repurchased by the Company pursuant to, and in accordance with, the Repurchase Mandate.

If the Repurchase Mandate is exercised in full, the Directors would, under the extended Share Issue Mandate and on the basis of the assumptions set out in (i) and (ii) of Paragraph 5 above in respect of the total issued voting share capital of the Company as at the date of the 2013 Annual General Meeting, be authorised to issue up to 1,045,719,156 Shares during the Relevant Period (as defined in the proposed Ordinary Resolution numbered 4 in the 2013 AGM Notice).

8 THE 2013 ANNUAL GENERAL MEETING

The 2013 AGM Notice is set out in Pages 16 to 20 of this document. Whether or not you are able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it, 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 of attorney, to the Company Secretary at the Company’s principal place of business in Hong Kong as soon as possible but in any event not later than 11:00 am on Monday, 17 June 2013. Completion and return of the form of proxy will not prevent you from attending and voting in person at the meeting or any adjourned meeting if you so wish.

Under Article 66 of the Articles of Association, subject to any special rights or restrictions as to voting for the time being attached to any Shares by or in accordance with the Articles of Association, at any general meeting on a show of hands every member present in person (or being a corporation, present by a representative duly authorised) or by proxy shall have one vote and on a poll every member present in person or by proxy or, in the case of a member being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder but so that no amount paid up or credited as paid up on a Share in advance of calls or instalments is treated for the foregoing purposes as paid up on the Share. Where a member is, under the HK Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.

A resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is required under the HK Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• a. by the chairman of such meeting; or

• b. by at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

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LETTER FROM THE BOARD

• c. by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or

• d. by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal not less than one-tenth of the total sum paid up on all Shares conferring that right.

A demand by a person as proxy for a member or in the case of a member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a member.

According to Rule 13.39(4) of the HK Listing Rules, the chairman of the 2013 Annual General Meeting will demand a poll on all resolutions proposed at the meeting.

9 DIRECTORS’ RECOMMENDATION

Shareholders are encouraged to study the information contained in this document and the Annual Report 2012 relevant to the resolutions proposed at the 2013 Annual General Meeting so as to make decision as to whether to vote in favour of the resolutions.

The Directors consider that the re-election of the retiring Directors, the Share Issue Mandate, the Repurchase Mandate and the extension of the Share Issue Mandate are in the best interests of the Group and the shareholders of the Company as a whole. Accordingly, the Directors recommend that all shareholders vote in favour of Ordinary Resolutions numbered 2, 4, 5 and 6 proposed at the 2013 Annual General Meeting.

Yours faithfully On behalf of the Board of Regent Pacific Group Limited

James Mellon Co-Chairman

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NOTICE OF ANNUAL GENERAL MEETING

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Regent Pacific Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 0575)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company for Year 2013 will be held at Salons 1 and 2, Level 1, MGM Macau[] , Avenida Dr. Sun Yat Sen, NAPE, Macau on Wednesday, 19 June 2013 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 2012.

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.

4. 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

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NOTICE OF ANNUAL GENERAL MEETING

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;

• (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;

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NOTICE OF ANNUAL GENERAL MEETING

• (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;

  • (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.”

By Order of the Board of Regent Pacific Group Limited

Jamie Gibson Director

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, 19 April 2013

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The audited financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2012 to be received under Resolution numbered 1 at the Company’s annual general meeting for Year 2013 being convened by this notice (the “ 2013 Annual General Meeting ”) are set out in the Company’s annual report (the “ Annual Report 2012 ”).

2. The directors standing for re-election under Resolution numbered 2 are Julie Oates, Mark Searle and Jayne Sutcliffe. Biographical details of the retiring Directors are set out in the shareholders’ circular dated 19 April 2013 issued by the Company (the “ Circular ”), which accompanies the Annual Report 2012. Rotational retirement and re-election of the retiring Directors will be dealt with by a separate resolution for each of the retiring Director at the 2013 Annual General Meeting.

3. BDO Limited will retire at the 2013 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 30 May 2012 (the “ 2012 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 2013 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 2013 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.

1. The general mandate granted to the Directors of the 2012 Annual General Meeting 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 2013 Annual General Meeting. Accordingly, the Directors propose Ordinary Resolution numbered 5 to renew the repurchase mandate.

The repurchase mandate, if approved at the 2013 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.

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NOTICE OF ANNUAL GENERAL MEETING

1. 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.

2. 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.

3. 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.

4. 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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