Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2006

Jun 29, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the circular or as to the action you should take, you should consult your licensed securities dealer in securities, bank manager, solicitor, professional accountant or other professional adviser or registered institution.

If you have sold or transferred all your shares in Galileo Capital Group Limited (the “ Company ”), 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 was effected for transmission to the purchaser or transferee.

Pursuant to Chapter 36 of the Rules Governing the Listing of Securities on the Growth Enterprise Market (“ GEM ”) of The Stock Exchange of Hong Kong Limited, the Securities and Futures Commission (“ SFC ”) regulates the Company in relation to the listing of its shares on GEM. The SFC 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: 8029)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at 19th Floor, Club Lusitano, 16 Ice House Street, Central, Hong Kong on Friday, 21 July 2006 at 6:00 p.m. is set out on pages 12 to 15 of this circular.

Whether or not you are able to attend and vote at the AGM, you are requested to read the notice and complete and return the accompanying form of proxy to the Company’s branch share registrar and transfer office in Hong Kong, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

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

28 June 2006

CHARACTERISTICS OF GEM

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 of the Stock Exchange 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 newspaper. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.

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CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix – Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be
	convened and held at 19th Floor, Club Lusitano, 16 Ice
	House Street, Central, Hong Kong on Friday, 21 July
	2006 at 6:00 p.m.
“Articles of Association”	the existing articles of association of the Company
“associates”	has the meaning as defined under the GEM Listing Rules
“Board”	the board of Directors
“Code”	The Hong Kong Code on Takeovers and Mergers
“Company”	Galileo Capital Group Limited, a company incorporated
	in the Cayman Islands with limited liability, the shares of
	which are listed on GEM
“Director(s)”	director(s) of the Company
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	The Rules Governing the Listing of Securities on the
	GEM
“Group”	The Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Issue Mandate”	a general unconditional mandate proposed to be granted
	to the Directors at the AGM to allot, issue and deal with
	shares in the capital of the Company of up to 20 per cent.
	of the aggregate nominal amount of the issued share
	capital of the Company as at the date of passing of the
	relevant resolution granting such mandate and adding
	thereto any Shares representing the aggregate nominal
	amount of the Shares repurchased by the Company
	pursuant to the authority granted under the Repurchase
	Mandate

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DEFINITIONS

“Latest Practicable Date”	23 June 2006, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information for inclusion in this circular
“Notice”	the notice convening the AGM which is set out on pages
	12 to 15 of this circular
“Repurchase Mandate”	a general unconditional mandate proposed to be granted
	to the Directors at the AGM to repurchase such number of
	issued and fully paid Shares of up to 10 per cent. of the
	aggregate nominal amount of the issued share capital of
	the Company as at the date of passing of the relevant
	resolution granting such mandate
“SFC”	The Securities and Futures Commission of Hong Kong
“Share(s)”	ordinary share(s) of HK$0.02 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8029)

Executive Directors: Registered office: Liu Ka Lim (Chairman) Century Yard, Cricket Square Kan Siu Lun Hutchins Drive, P. O. Box 2681 GT Sun Wai Tat, Victor George Town, Grand Cayman Lam So Ying British West Indies Sy Wai Shuen

Principal place of business in Hong Kong: Independent Non-executive Directors: 19th Floor, Club Lusitano Shum Kai Wing 16 Ice House Street, Central Wong Yuk Man, Edmand Hong Kong Chow Cheuk Lap

28 June 2006

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for, amongst other things, (i) the grant to the Directors the Issue Mandate and the Repurchase Mandate; (ii) the re-election of Directors.

GENERAL MANDATES

At the annual general meeting of the Company held on 20 July 2005, ordinary resolutions were passed by the then Shareholders giving (i) a general unconditional mandate to the Directors to allot, issue and otherwise deal with additional Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing such resolution; (ii) a general unconditional mandate to the

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LETTER FROM THE BOARD

Directors to repurchase such number of issued and fully paid Shares on the GEM up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing such resolution; and (iii) to extend the general mandate granted to the Directors to allot, issue and deal with additional Shares as referred to in (i) above by the amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the repurchase mandate referred to in (ii) above.

The above general mandates will lapse at the conclusion of the AGM. It is therefore proposed to seek your approval by way of ordinary resolutions to be proposed at the AGM to approve the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares pursuant thereto. Please refer to resolutions 4(A) to 4(C) set out in the Notice on pages 12 to 15 of this circular for details of the proposed Issue Mandate and Repurchase Mandate.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix to this circular. The information in the explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the AGM.

RE-ELECTION OF DIRECTORS

The Board currently consists of eight Directors, namely Mr. Liu Ka Lim, Mr. Kan Siu Lun, Mr. Sun Wai Tat, Victor, Miss Lam So Ying, Miss Sy Wai Shuen, Mr. Shum Kai Wing, Mr. Wong Yuk Man, Edmand and Mr. Chow Cheuk Lap.

In accordance with Article 108 of the Articles of Association, Mr. Sun Wai Tat, Victor and Mr. Wong Yuk Man, Edmand shall retire by rotation; and in accordance with Article 112 of the Articles of Association, Miss Lam So Ying and Miss Sy Wai Shuen, being a director appointed after the annual general meeting held on 20 July 2005, shall retire at the AGM. All of these retiring directors, being eligible, offer themselves for re-election.

A brief biography of each of the retiring directors who are proposed to be re-elected at the AGM is set out below:

Mr. Sun Wai Tat, Victor, aged 53, is the Chief Executive Officer of the Company. Mr. Sun has extensive experience in banking and China business. Prior to joining the Group in April 2004, Mr. Sun had been a Senior Consultant in Fiducia Limited in Hong Kong for 2 years. From 1977 to 2002, he served the HSBC Group in various senior capacities both in their investment and commercial banking divisions. Before returning to Hong Kong in 2001, Mr. Sun was the Adviser of China Affairs of HSBC Holdings plc in London.

Mr. Sun obtained his BA degree in Financial Management from the University of Oregon and his MBA degree from University of Michigan.

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LETTER FROM THE BOARD

Miss Lam So Ying, aged 33, joined the Company in May 2004 as its Chief Operating Officer and its subsidiary, Galileo Capital Limited as License Representative. Miss Lam graduated from Hong Kong Baptist University in Business Management in 1996 and is a member of the Association of Business Executives (ABE) in the United Kingdom. She has more than 10 years of management and administration experience in the commercial sector.

Miss Sy Wai Shuen, aged 34, joined the Company in August 2004 as its Corporate Finance Manager and its subsidiary, Galileo Capital Limited as License Representative. Miss Sy is a Certified Practising Accountant (Australia). She holds a Bachelor Degree in Commerce. She has over 10 years of professional experience in the fields of corporate finance and accounting.

Mr. Wong Yuk Man, Edmand , aged 49, joined the Group as an independent non-executive director on 13 January 2004. Mr. Wong holds a Bachelor’s degree in Arts awarded by the University of British Columbia. He held various key roles in communication departments of government agencies and the Hong Kong Jockey Club, a major charitable organisation in Hong Kong.

As at the Latest Practicable Date, none of Mr. Sun Wai Tat, Victor, Miss Lam So Ying, Miss Sy Wai Shuen and Mr. Wong Yuk Man, Edmand had any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or had any relationship with any other Directors, chief executive, substantial or management Shareholders. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability and the prevailing market conditions. The aggregate emoluments paid to the aforesaid Directors for the year ended 31 March 2006 were HK$232,325, HK$85,000 and HK$60,000 attributable to Mr. Sun Wai Tat, Victor, Miss Lam So Ying and Mr. Wong Yuk Man, Edmand respectively. No emolument was attributable to Miss Sy Wai Shuen.

Save as disclosed in this circular, there is no other matter in relation to the re- election of the four Directors abovementioned that needs to be brought to the attention of the Shareholders.

AGM

Set out on pages 12 to 15 of this circular is the Notice to consider and, if appropriate, to pass, amongst other things, the ordinary resolutions relating to the Issue Mandate and the Repurchase Mandate, the re-election of Directors.

A form of proxy for use at the AGM is enclosed herewith. Whether or not you are able to attend and vote at the AGM, you are requested to read the notice and complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the AGM. The completion and returning of a form of proxy will not preclude you from attending and voting at the AGM or any adjourned meetings in person if you so wish.

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LETTER FROM THE BOARD

Pursuant to Article 72 of the Articles of Associations, at any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (i) by the chairman of the meeting; or

• (ii) by at least three Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (iv) by any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorized 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 to not less than one-tenth of the total sum paid up on all Shares conferring that right.

RECOMMENDATION

Having considered the reasons set out herein, the Directors consider that the proposals for the Issue Mandate, the Repurchase Mandate and the re-election of Directors, are in the best interest of the Company and, in particular, the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of such proposals at the AGM.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other facts the omission of which would make any statement herein misleading; and (iii) 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

GENERAL

Your attention is also drawn to the Appendix to this circular.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By Order of the Board Galileo Capital Group Limited Liu Ka Lim Chairman

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EXPLANATORY STATEMENT

APPENDIX

This Appendix serves as an explanatory statement required to be sent to all Shareholders pursuant to Rule 13.08 of the GEM Listing Rules, to provide the requisite information to you for your consideration of the grant of the Repurchase Mandate.

1. PROVISIONS OF THE GEM LISTING RULES

(a) Shareholders’ approval

All proposed repurchase of securities on GEM by a company with its primary listing on GEM must be approved in advance by an ordinary resolution, either by way of general mandate or by special approval in relation to a particular transaction given to the directors of the Company.

(b) Source of funds

It is envisaged that the funds required for any repurchase should be derived from the capital paid upon the shares being repurchased and from the distributable profits of the Company. In any event, repurchases must be financed out of funds legally available for the purpose and in accordance with the Company’s constitutive documents and the laws of the jurisdiction in which the Company is incorporated or otherwise established.

(c) Connected parties

Under the GEM Listing Rules, a company shall not knowingly repurchase securities from a connected person (as defined under the GEM Listing Rules) and a connected person shall not knowingly sell his shares to the company. As at the Latest Practicable Date and to the best of the knowledge of the Directors who have made all reasonable enquiries, none of the Directors or their associates has a present intention to sell Shares to the Company or has undertaken not, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company.

2. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, the issued share capital of the Company comprised of 800,000,000 Shares.

Subject to the passing of ordinary resolution 4(B) set out in the Notice and on the basis that no further Shares are issued or repurchased by the Company after the Latest Practicable Date and up to the date of passing such resolution, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 80,000,000 Shares (representing 10% of the Shares in issue as at the date of the passing of the resolution) during the period from the date of the passing of ordinary resolution 4(B) set out in the Notice up to (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 or any applicable laws of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

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EXPLANATORY STATEMENT

APPENDIX

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share of the Company. It will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.

4. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company and Articles of Association, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company may not repurchase securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Company’s 2006 Annual Report) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

6. UNDERTAKING

The Directors have undertaken to the SFC that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the memorandum of association of the Company and Articles of Association and the applicable laws of the Cayman Islands.

7. THE CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Code.

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EXPLANATORY STATEMENT

APPENDIX

As at the Latest Practicable Date, Link Wise Investments Limited, a company wholly and beneficially owned by Mr. Liu Ka Lim, Chairman of the Company, held 424,400,000 Shares representing 53.05% of the issued Shares. In the event the Directors should exercise in full the Repurchase Mandate, the interest of Link Wise Investments Limited in the Shares would be increased to approximately 58.94% of the issued Shares. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Code. In fact, the Directors do not have a present intention to exercise the Repurchase Mandate to such an extent as would result in the number of Shares held by the public being reduced to less than 20%. In addition, as at the Latest Practicable Date, Mr. Leong Sai Cheong, Joe, held 162,050,000 Shares representing 20.26% of the issued Shares.

Save as disclosed above, no person has notified the Company that he or she had an interest amounting to 5% or more of the issued share capital of the Company as at the Latest Practicable Date pursuant to sections 324 and 347 of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

8. SHARES REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company, whether on the Stock Exchange or otherwise, in the six months preceding the Latest Practicable Date.

9. CONNECTED PERSON

No connected person (as defined in the GEM Listing Rules) has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX

10. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the GEM during each of the previous twelve months prior to the Latest Practicable Date were as follows:

	Highest		Lowest	Lowest
	per Share	**per **		Share
	HK$			HK$
2005
June	0.072			0.062
July	0.085			0.070
August	No trading	No trading
September	0.052			0.050
October	0.050			0.032
November	No trading	No trading
December	No trading	No trading
2006
January	0.032			0.032
February	0.045			0.045
March	0.038			0.030
April	0.040			0.028
May	0.034			0.026
June (up to the Latest Practicable Date)	0.142			0.041

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8029)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Galileo Capital Group Limited (the “ Company ”) will be held at 19th Floor, Club Lusitano, 16 Ice House Street, Central, Hong Kong on Friday, 21 July 2006 at 6:00 p.m. for the following purposes:

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and Auditors of the Company for the year ended 31 March 2006.

2. To re-elect the retiring Directors and to authorize the board of Directors (the “ Board ”) to fix their remuneration.

3. To re-appoint Messrs. Homan CPA Limited as Auditors of the Company and to authorize the Board to fix their remuneration.

4. As special business, to consider and, if thought fit, pass, with or without modification, the following resolutions as ordinary resolutions of the Company:

5. A. “ THAT :

   • (a) subject to paragraph (c) of this resolution, and pursuant to the Rules (the “ GEM Listing Rules ”) Governing the Listing of Securities on Growth Enterprise Market (“ GEM ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional Shares in the capital of the Company (“ Shares ”) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) of this resolution shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or; (ii) any issue of shares upon exercise of rights of subscription or conversion attaching to any warrants of the Company or any securities which are convertible into Shares of the Company; or (iii) the grant of any options under the share option scheme (the “ Share Option Scheme ”) adopted by the Company or the exercise of any of the subscription rights attaching to any options that have been or may be granted under the Share Option Scheme; or (iv) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of any dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest 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 to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means an offer of Shares or an offer or issue of warrants or options or similar instruments to subscribe for Shares in the capital of the Company open for a period fixed by the Directors to Shareholders whose names appear on the Company’s register of members on a fixed record date in proportion to their holdings of Shares in the Company (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 recognized regulatory body or any stock exchange in, or in any territory outside Hong Kong or the expense or delay that may be incurred in the determination of any such restrictions or obligations).”

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NOTICE OF ANNUAL GENERAL MEETING

• B. “ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares of HK$0.02 each in the share capital of the Company on GEM or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange or any other stock exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares capital of the Company authorized to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purpose of this resolution:

  • “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest 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 to be held; or

  • (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• C. “ THAT conditional upon the passing of resolutions A and B above, the unconditional general mandate granted to the Directors to allot, issue and otherwise deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution A above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the

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NOTICE OF ANNUAL GENERAL MEETING

Company repurchased by the Company under the authority granted pursuant to resolution B above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”

By Order of the Board Galileo Capital Group Limited Liu Ka Lim Chairman

Hong Kong, 28 June 2006

Registered office:

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

Principal place of business in Hong Kong:

19th Floor, Club Lusitano 16 Ice House Street Central Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or, if he is the holder of two or more shares of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and, together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof.

4. With respect to resolution no. 2 of this notice, Mr. Sun Wai Tat, Victor, Miss Lam So Ying, Miss Sy Wai Shuen and Mr. Wong Yuk Man, Edmand shall retire from the office of directorship and shall offer themselves for re-election at the Meeting in accordance with the articles of association of the Company.

5. As at the date of this notice, the Board comprises five executive Directors, namely, Mr. Liu Ka Lim, Mr. Kan Siu Lun, Mr. Sun Wai Tat, Victor; Miss Lam So Ying and Miss Sy Wai Shuen; and three independent non-executive Directors, namely Mr. Shum Kai Wing, Mr. Wong Yuk Man, Edmand and Mr. Chow Cheuk Lap.

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