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Notice of Special General Meeting

2024-07-02 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice 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 notice.(Incorporated in Bermuda with limited liability) (Stock Code: 296) NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a special general meeting of Emperor Entertainment Hotel Limited (‘‘Company’’) will be held at 28th Floor Emperor Group Centre 288 Hennessy Road Wanchai Hong Kong on Thursday 18 July 2024 at 10:30 a.m. for the purpose of considering and if think fit passing with or without modification the following resolution as an ordinary resolution of the Company: ORDINARY RESOLUTION ‘‘THAT (a) the sale and purchase agreement dated 24 May 2024 between (1) Emperor Property Development Limited (a subsidiary of Emperor International Holdings Limited) as vendor and (2) Poly Keen International Limited (a subsidiary of the Company) as purchaser for the sale and purchase of (a) the entire equity interest of Star Omen Limited and (b) all loan interest and all other sums owing by Star Omen Limited to Emperor Property Development Limited (‘‘Sale and Purchase Agreement’’) as at the completion of the aforesaid agreement (a copy of which is tabled before the meeting marked ‘‘A’’ and signed by the Chairperson of the meeting for the purpose of identification) and the transaction contemplated thereunder be and are hereby ratified confirmed and approved; and (b) any one or more directors of the Company (other than Ms. Luk Siu Man Semon) be and is/ are hereby authorised to do all such acts and things which the directors(s) may consider necessary desirable or expedient to implement the transaction contemplated under the Sale and Purchase Agreement (with any amendments to the terms of such agreement which are not inconsistent with the purpose thereof as may be approved by such director(s) of the Company).’’ By order of the Board Emperor Entertainment Hotel Limited Fung Pui Ling Company Secretary Hong Kong 3 July 2024 1Registered office: Head office and principal place of Clarendon House Mbusiness in Hong Kong: 2 Church Street 28th Floor Hamilton HM 11 Emperor Group Centre Bermuda 288 Hennessy Road Wanchai Hong Kong Notes: (i) No refreshments or drinks will be served and no corporate gifts will be distributed.(ii) Unless indicated otherwise. Capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 3 July 2024.(iii) Pursuant to Rule 13.39(4) of the Listing Rules the Resolution set out in this notice will be decided by poll at the SGM. 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 show of hands.(iv) A Shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies (if he/she is a holder of more than one share) to attend and vote in his/her stead. A proxy need not be a Shareholder. The Company strongly encourages Shareholders to appoint the Chairperson of the SGM as their proxy to exercise their rights to vote at the SGM.(v) In order to be valid the form of proxy must be in writing under the hand of the appointor or his/her attorney duly authorized in writing or if the appointor is a corporation either under its common seal or under the hand of an officer or attorney duly authorized on that behalf and must be deposited at the Company’s Hong Kong branch share registrar Tricor Secretaries Limited (‘‘Branch Share Registrar’’) at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong together with a power of attorney or other authority if any under which it is signed or a certified copy of that power of attorney not less than 48 hours before the time for holding the SGM or any adjournment thereof.(vi) Where there are joint holders of any shares any one of such joint holder may vote either in person or by proxy in respect of such share as if he/she were solely entitled thereto but 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) 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.(vii) In order to qualify for the right to attend and vote at the SGM 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 12 July 2024.(viii) If Typhoon Signal No. 8 or above or a ‘‘black’’ rainstorm warning signal or ‘‘extreme conditions’’ announced by the Hong Kong Government is in effect any time between 8:30 a.m. and 10:30 a.m. on the date of the SGM the SGM 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.Emp296.com) to notify Shareholders of the date time and place of the rescheduled meeting.(ix) The translation into Chinese language of this notice is for reference only. In case of any inconsistency the English version shall prevail. 2As at the date of this notice the Board comprises: Non-executive Director: Ms. Luk Siu Man Semon Executive Directors: Mr. Wong Chi Fai Ms. Fan Man Seung Vanessa Independent Non-executive Directors: Ms. Kwan Shin Luen Susanna Ms. Lai Ka Fung May Mr. Yeung Man Sun 3