Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2006

Jul 3, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION

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 Wing Hong (Holdings) Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited 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.

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 745)

PROPOSED CHANGE OF AUDITORS

A notice convening a special general meeting of Wing Hong (Holdings) Limited (the “Company”) to be held at 9:00 a.m. on 17 July 2006, Monday at Room 1701, 17th Floor, Regent Centre, 88 Queen’s Road Central, Hong Kong is set out on page 3 of this circular.

A form of proxy for use by the shareholders at the special general meeting is enclosed with this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the special general meeting or any adjournment thereof.

Completion and return of the form of proxy shall not preclude you from attending and voting at the special general meeting or any adjourned meeting should you so wish.

* For identification purpose only

30 June 2006

LETTER FROM THE BOARD

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 745)

Executive Directors: Registered Office: Mr. Hui Chi Yung (Chairman) Century Yard, Cricket Square Mr. Yiu Kai Yeuk, Raphael Hutchins Drive, P.O. Box 2681GT Mr. Hui Kau Mo George Town, Grand Cayman British West Indies

Independent Non-executive Directors: Mr. Liu Kwong Sang Mr. Sit Hing Wah Dr. Hu Chung Kuen, David

Head Office and Principal Place of Business: 7th Floor, Eastern Commercial Centre 395-399 Hennessy Road Wanchai Hong Kong 30 June 2006

To the shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITORS

INTRODUCTION

On 14 March 2006, the board of directors (the “Board”) announced the proposal for the change of auditors.

The purposes of this circular are to provide the shareholders of the Company with (i) further information on the proposed change of auditors and (ii) the notice of the special general meeting (“SGM”) has been convened and is to be held on 17 July 2006 for the purpose of considering and, if thought fit, approving the necessary resolution for the change of auditors.

PROPOSED CHANGE OF AUDITORS

As no consensus could be reached between the Company and its auditors, Ernst & Young Certified Public Accountants (“Ernst & Young”), with regard to the audit fees, the Company proposed to appoint HLB Hodgson Impey Cheng Certified Public Accountants (“HLB”) as the Company’s auditors for the financial year ended 31 March 2006 to fill the vacancy following the resignation of Ernst & Young on 10 March 2006 and to hold office until the conclusion of the next annual general meeting of the Company. Such appointment shall be considered and, if appropriate, approved by the shareholders at the SGM.

* For identification purpose only

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LETTER FROM THE BOARD

Both the Board and the audit committee confirmed with the consent of the Ernst & Young that there is no disagreement between the Company and the Ernst & Young, and there are no circumstances connected with Ernst & Young’s resignation that the Board and the audit committee considered should be brought to the attention of the shareholders. No audit work on the financial results of the Company for the financial year ended 31 March 2006 has yet been commenced by Ernst & Young.

SGM

Set out on page 3 of this circular is a notice convening the SGM to consider and, if thought fit, to approve the ordinary resolution relating to the change of auditors.

A form of proxy for use at the SGM is enclosed herewith. Whether or not you are able to attend and vote at the SGM, please complete the enclosed form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof if you so wish.

PROCEDURES FOR DEMANDING A POLL

Pursuant to the articles of association of the Company, a poll may be demanded in relation to any resolution put to the vote of the SGM before or on the declaration of the result on the show of hands or on the withdrawal of any other demand for a poll:

• (a) by the chairman of such meeting; or

• (b) by at least three shareholders present in person or, in the case of a shareholder being a corporation, by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a shareholder or shareholders present in person or, in the case of a shareholder 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 shareholders having the right to vote at the meeting; or

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

RECOMMENDATION

Having considered the circumstances set out herein, the Board considers that the proposed ordinary resolution for the change of auditors is fair and reasonable and is in the best interest of the Company and accordingly, recommend all shareholders to vote in favour of the ordinary resolution at the SGM.

On behalf of the Board

Wing Hong (Holdings) Limited Hui Chi Yung Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 745)

NOTICE IS HEREBY GIVEN that the special general meeting of Wing Hong (Holdings) Limited (the “Company”) will be held at 9:00 a.m. on 17 July 2006, Monday at Room 1701, 17th Floor, Regent Centre, 88 Queen’s Road Central, Hong Kong (or any adjournment thereof) for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT HLB Hodgson Impey Cheng Certified Public Accountants, be and are hereby appointed as auditors of the Company to fill the vacancy following the resignation of Ernst & Young Certified Public Accountants, and to hold office until the conclusion of the next annual general meeting of the Company and that the board of directors of the Company be authorized to fix their remuneration.”

On behalf of the Board Wing Hong (Holdings) Limited Hui Chi Yung Chairman

Hong Kong, 30 June 2006

Registered office: Head Office and Principal Place of Business: Century Yard, Cricket Square 7th Floor, Eastern Commercial Centre Hutchins Drive, P.O. Box 2681GT 395-399 Hennessy Road George Town, Grand Cayman Wanchai British West Indies Hong Kong

Notes:

1. Any shareholder entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong at Tricor Investor Services Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment(s) thereof.

As at the date of this notice, the executive directors are Mr. Hui Chi Yung, Mr. Yiu Kai Yeuk, Raphael and Mr. Hui Kau Mo and the independent non-executive directors are Mr. Liu Kwong Sang, Mr. Sit Hing Wah and Dr. Hu Chung Kuen, David.

* For identification purpose only

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