Directors' Report
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CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”) GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks rising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers. Corporate Information 02 Notice of Annual General Meeting 03 Biographies of Directors and Senior Executives 07 Chairperson’s Statement 12 Directors’ Report 20 Auditors’ Report 33 Consolidated Income Statement 35 Consolidated Balance Sheet 36 Balance Sheet 38 Consolidated Cash Flow Statement 39 Notes to the Financial Statements 41 Financial Summary 79 01 Corporate Information Directors Bankers Luk Siu Man, Semon (Chairperson)* The Hongkong and Shanghai Banking Ng Sui Wan alias Ng Yu Corporation Limited (Chief Executive Officer) Dexia Banque Internationale à Wong Chi Fai Luxembourg SA Fan Man Seung, Vanessa Allied Irish Banks plc Cheng Yiu Keung Chan Kong Sang, Jackie* Auditors So Shu Fai* Deloitte Touche Tohmatsu Wong Ching Yue** Tso Hon Sai, Bosco** Registered Office * Non-executive Directors Clarendon House ** Independent Non-executive Directors 2 Church Street Hamilton HM11 Company Secretary Bermuda Mok Fung Lin, Ivy Principal Office Compliance Officer 28th Floor Wong Chi Fai, FCCA, AHKSA Emperor Group Centre 288 Hennessy Road Qualified Accountant Wanchai Lau Wei Fan, CPA (Aust), AHKSA Hong Kong Authorised Representatives Registrars (in Bermuda) Fan Man Seung, Vanessa Butterfield Corporate Services Limited Mok Fung Lin, Ivy Rosebank Centre 11 Bermudiana Road Audit Committee Pembroke Wong Ching Yue Bermuda Tso Hon Sai, Bosco Registrars (in Hong Kong) Sponsor Secretaries Limited BNP Paribas Peregrine Capital Limited 5th Floor Wing On Centre Legal Advisers 111 Connaught Road Central As to Hong Kong Law: Hong Kong Fairbairn Cately Low & Kong Website As to Bermuda Law: http:// www.eegmusic.com Conyers Dill & Pearman 02 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the annual general meeting of Emperor Entertainment Group Limited (the “Company”) will be held at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on 8th August, 2002 at 11:00 a.m. for the following purposes: 1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31st March, 2002. 2. To re-elect retiring directors and to fix directors’ remuneration. 3. To re-appoint auditors and to authorise the board of directors to fix their remuneration. 4. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions: (A) “THAT (i) subject to sub-paragraph (ii) of this resolution, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot and issue additional shares in the capital of the Company 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 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 sub-paragraph (i) of this resolution, otherwise than pursuant to a Rights Issue 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 twenty per cent. of the nominal amount of the issued share capital of the Company on the date of this resolution and this approval shall be limited accordingly; and 03 Notice of Annual General Meeting (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 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 in 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 of all the powers of the Company to repurchase issued shares in the capital of the Company, subject to and in accordance with all applicable laws and the Bye-laws of the Company, be and is hereby generally and unconditionally approved; (ii) the aggregate nominal amount of the share capital which the Company is authorised to repurchase pursuant to the approval in sub-paragraph (i) of this resolution shall not exceed ten per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of this resolution and the said approval shall be limited accordingly; and 04 Notice of Annual General Meeting (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 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 in general meeting.” (C) “THAT conditional upon resolution no. 4(B) above being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in resolution no. 4(B) above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution no. 4(A) above.” By Order of the Board Mok Fung Lin, Ivy Company Secretary Hong Kong, 28th June, 2002 Registered Office: Principal Office: Clarendon House 28th Floor 2 Church Street Emperor Group Centre Hamilton HM11 288 Hennessy Road Bermuda Wanchai Hong Kong 05 Notice of Annual General Meeting Notes: (i) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies (if a member who is the holder of two or more shares) to attend and vote in his stead. A proxy need not be a member of the Company. (ii) In order to be valid, the form of proxy must be deposited at the principal office of the Company at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney, not less than 48 hours before the time for holding the meeting or adjourned meeting. (iii) Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked. 06 Biographies of Directors and Senior Executives Luk Siu Man, Semon Chairperson Aged 46, graduated from the University of Toronto with a bachelor degree in Commerce. She worked in the banking industry for almost 10 years. She is also the Chairperson of Emperor International Holdings Limited and Emperor (China Concept) Investments Limited, the shares both of which are listed on the Main Board of the Stock Exchange. She joined the Group in November 2000. Ng Sui Wan alias Ng Yu Executive Director and Chief Executive Officer Aged 52, joins the Group in December 2001. He is responsible for the corporate and business strategies, and operations of the Group.