Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2004

Jan 5, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Pursuant to Chapter 36 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, the Securities and Futures Commission regulates the Company in relation to the listing of its shares on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited. The Securities and Futures Commission takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular 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 or transferred all your shares in L. P. Lammas International Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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L. P. Lammas International Limited 豐裕興業國際有限公司

(Incorporated in the Cayman Islands with limited liability)

PROPOSED CHANGE OF COMPANY NAME

A notice convening an extraordinary general meeting of the Company to be convened at 24th Floor, Euro Trade Centre, 13–14 Connaught Road Central, Hong Kong on Wednesday, 28th January, 2004 at 11:00 a.m. is set out on page 5 of this circular.

Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting.

5th January, 2004

CHARACTERISTICS OF GEM OF 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 arising 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.

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LETTER FROM THE BOARD

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L. P. Lammas International Limited 豐裕興業國際有限公司

(Incorporated in the Cayman Islands with limited liability)

Executive Directors: Pong Wai Yan (Chairman) Kan Siu Lun (Chief Executive Officer) Yu Yan Chun

Non Executive Director: Dr. Chan Man Hung

Registered Office: Century Yard, Cricket Square Hutchins Drive P.O. Box 2681GT George Town Grand Cayman British West Indies

Independent Non-executive Directors: Yu Yuk Ying, Vivian Leung Wai Man, Raymond

Head Office and

Principal place of business: 12/F., Club Lusitano House 16 Ice House Street Central, Hong Kong 5th January, 2004

To the Shareholders

Dear Sir or Madam

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

In the announcement dated 2nd January, 2004, the board (the “ Board ”) of directors (the “ Directors ”) of L. P. Lammas International Limited (the “ Company ”) proposed to change the name of the Company from “L. P. Lammas International Limited 豐裕興業國際有限公司 ” to “Galileo Capital Holdings Limited 嘉利盈融資控股有限公司 ”.

The purpose of this circular is to give you further information regarding the said proposal and to give you notice of the extraordinary general meeting of the Company (the “ EGM ”) to be convened on Wednesday, 28th January, 2004 at 11:00 a.m. at which the necessary resolution regarding the change of name will be proposed.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Directors propose, subject to the passing of a special resolution by the shareholders of the Company (“ Shareholders ”) at the EGM and the approval of the Registrar of Companies in the Cayman Islands having been obtained, to change the name of the Company from “L. P. Lammas International Limited 豐裕興業國際有限公司” to “Galileo Capital Holdings Limited 嘉利盈融資控股有限公司 ”.

The proposed change of the Company name is conditional on the passing of a special resolution approving the change in name by the Shareholders at the EGM and will become effective upon the approval of the Registrar of Companies in the Cayman Islands to the change in name having been obtained and the proposed new name having been registered with the Registrar of Companies in the Cayman Islands.

The existing Chinese version of the name identifying the Company, 豐裕興業國際有 限公司 , was registered under Cayman Islands law, as will be the proposed new Chinese version of the name of the Company, 嘉利盈融資控股有限公司, should the special resolution adopting such change of name be approved by the Shareholders.

Upon the proposed name change becoming effective, the Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).

The Directors consider that the change of name of the Company will reflect the recent acquisition (the “ Acquisition ”) of the controlling interests in the Company by Link Wise Investments Limited (“ Link Wise ”). Reference is also made to the general offers (the “ General Offers ”) made by Sun Hung Kai International Limited for and on behalf of Link Wise for all the issued shares of the Company and for cancellation of all the outstanding options to subscribe for shares in the Company which closed on 22nd December, 2003.

The Directors are also of the opinion that the proposed change of name of the Company is in the interests of the Company and the Shareholders as the new name will better reflect the change in control of the Company subsequent to the completion of the Acquisition and the close of the General Offers.

The change of name of the Company will not affect the rights of the Shareholders. All existing share certificates in issue bearing the former name of the Company will, on and after the change of name of the Company, continue to be evidence of title to the shares in the Company and shall be valid for trading, settlement and registration purposes. Subject to the approval of the Registrar of Companies in the Cayman Islands, all future share certificates of the Company will be issued under the new name of the Company.

There will not be any free exchange of share certificates to replace share certificates bearing the Company’s former name with new share certificates bearing the new name. Should

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LETTER FROM THE BOARD

any Shareholders desire to exchange their existing share certificates for share certificates in the new name of the Company, they may do so on payment of a fee of HK$2.5 for each new certificate (or such higher amount as may from time to time be allowed by The Stock Exchange of Hong Kong Limited) and lodgment of the existing share certificates with the Company’s branch share registrar in Hong Kong, Tengis Limited, at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

Further announcement will be made in relation to the effective date of the proposed change of name of the Company, the arrangement for trading and exchange of share certificates, and the change in the stock short name.

EXTRAORDINARY GENERAL MEETING

Set out at the end of this circular is a notice convening the EGM to be held at 24th Floor, Euro Trade Centre, 13–14 Connaught Road Central, Hong Kong on Wednesday, 28th January, 2004 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the resolution set out therein.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

• (a) the information contained in this circular is accurate and complete in all material respects and not misleading;

• (b) there are no other matters the omission of which would make any statement in this circular misleading; and

• (c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider the proposed change of company name is in the interests of the Company and its Shareholders as a whole and so recommend all Shareholders to vote in favour of the resolution to be proposed at the forthcoming EGM.

By Order of the Board of L. P. Lammas International Limited Pong Wai Yan Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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L. P. Lammas International Limited 豐裕興業國際有限公司

(Incorporated in the Cayman Islands with limited liability)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of members of the Company will be held at 24th Floor, Euro Trade Centre, 13–14 Connaught Road Central, Hong Kong on Wednesday, 28th January, 2004 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendment, the following resolution of the Company:

SPECIAL RESOLUTION

“ THAT , subject to the approval of the Registrar of Companies in the Cayman Islands, the change in name of the Company from “L. P. Lammas International Limited 豐裕興 業國際有限公司 ”to “Galileo Capital Holdings Limited 嘉利盈融資控股有限公司 ” be and is hereby approved and THAT such new name of the Company be registered with the Registrar of Companies in the Cayman Islands and the Registrar of Companies in Hong Kong under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and THAT the directors and company secretary of the Company be and are hereby authorised to do all such acts, deeds, and things as they may, in their absolute discretion, deem fit, to effect and implement the change of name of the Company.”

By Order of the Board of L. P. Lammas International Limited Pong Wai Yan

Chairman

Hong Kong, 2nd January, 2004

Registered office:

Century Yard, Cricket Square Hutchins Drive, P.O. Box 2681GT George Town, Grand Cayman British West Indies

Principal place of business: 12th Floor Club Lusitano 16 Ice House Street Central, Hong Kong

Notes:

(i) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a member of the Company.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (ii) A form of proxy for use at the extraordinary general meeting will be posted to the members of the Company by ordinary post. To be valid, the form of proxy, duly executed and the power of attorney (if any), or other authority (if any) under which it is executed, or a notarially certified copy thereof, must reach at the Company’s branch share registrar in Hong Kong, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

• (iii) Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in person at the meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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