Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2007

Oct 22, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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, together with the relevant 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.

==> picture [190 x 101] intentionally omitted <==

(Stock code: 745)

PROPOSED SHARE SUB-DIVISION AND CHANGE OF BOARD LOT SIZE

Financial adviser to Wing Hong (Holdings) Limited

Grand Vinco Capital Limited

A notice convening an EGM of the Company to be held at Room 901, 9th Floor, Hong Kong Scout Centre, Scout Path, Austin Road, Kowloon, Hong Kong on Thursday, 8 November 2007 at 9:00 a.m. is set out on page 7 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same to the Company’s share registrar, Tricor Investor Services Limited at 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 the holding on EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

23 October 2007

* the Chinese name of the Company is for identification purpose only

CONTENTS

	Page
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

— i —

EXPECTED TIMETABLE

2007

The expected timetable for the Sub-division is set out below:

Despatch of circular and form of proxy to Shareholders for the EGM . . . . . . . . . . .23 October Latest time for the lodging of form of proxy for the EGM . . . . . . . . . . . 9:00 a.m. 6 November Convening the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. 8 November The effective date for the Sub-division. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 November Existing counter for trading in board lots of 10,000 Shares of HK$0.1 each closes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. 9 November Temporary counter for trading in board lots of 100,000 Sub-divided Shares of HK$0.01 each opens (in form of existing share certificates) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. 9 November Free exchange of existing share certificates commences . . . . . . . . . . . . . . . . . . . . 9 November Counter for trading in board lots of 2,000 Sub-divided Shares of HK$0.01 each opens (in form of new share certificates). . . . . . . . 9:30 a.m. 23 November Parallel trading in Sub-divided Shares of HK$0.01 each (in form of new share certificates) commences. . . . . . . . . . . . . . . . . 9:30 a.m. 23 November Last day for trading in board lots of 100,000 Sub-divided Shares of HK$0.01 each (in form of existing share certificate) . . . . . . . . . . . . 4:00 p.m. 14 December Parallel trading in board lots of 2,000 Sub-divided Shares of HK$0.01 each (in form of new share certificates) and in board lots of 100,000 Sub-divided Shares of HK$0.01 each (in form of existing share certificate) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. 14 December Free exchange of existing share certificates for new certificates ends . . . . . . . . . 19 December

— ii —

DEFINITIONS

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

“Announcement”	the announcement of the Company dated 15 October
	2007 and 22 October 2007 in relation to the Sub-
	division and change of board lot size
“Board”	the board of Directors
“Business Day”	a day (excluding Saturday and other general holidays
	in Hong Kong and any day on which a tropical cyclone
	warning number 8 or above is issued or remains
	issued between 9:00 a.m. and 12:00 noon and is not
	discontinued at or before 12:00 noon or on which a
	“Black” rainstorm warning is issued or remains in
	effect between 9:00 a.m. and 12:00 noon and is not
	discontinued at or before 12:00 noon) on which licensed
	banks in Hong Kong are generally open for business
“Company”	Wing Hong (Holdings) Limited, a company incorporated
	in the Cayman Islands with limited liability and the
	issued ordinary shares of which are listed on the main
	board of the Stock Exchange
“Directors”	the directors of the Company
“EGM”	extraordinary general meeting of the Company to be
	held to approve the Sub-division
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	22 October 2007, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained therein
“Listing Rules”	The Rules Governing the Listing of Securities on the
	Stock Exchange
“Shares”	The existing shares of the Company of HK$0.1 each
“Shareholders”	the shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Sub-division”	The sub-dividing of each existing Shares into 10 Sub-
	divided Shares
“Sub-divided Share”	A sub-divided share of HK$0.01 each pursuant to Sub-
	division
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

— 1 —

LETTER FROM THE BOARD

==> picture [190 x 100] intentionally omitted <==

(Stock code: 745)

Executive Directors:

Mr. Hui Chi Yung (Chairman) Mr. Yiu Kai Yeuk, Raphael Mr. Hui Kau Mo

Registered office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors:

Mr. Liu Kwong Sang Mr. Sit Hing Wah Dr. Hu Chung Kuen, David

Head office & principal place of business in Hong Kong: 13th Floor, OTB Building 259-265 Des Voeux Road Central Hong Kong

23 October 2007

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE SUB-DIVISION AND CHANGE OF BOARD LOT SIZE

INTRODUCTION

The Board announced on 15 October 2007 and 22 October 2007 a proposal for the Subdivision and change of board lot size.

The purposes of this circular are to provide further details regarding, (i) the proposed Subdivision; (ii) change of board lot size; and (iii) the recommendation of the Board.

SHARE SUB-DIVISION

The Board proposes that each of the existing issued and un-issued Shares having a par value of HK$0.1 each be sub-divided into 10 Sub-divided Shares having a par value of HK$0.01 each.

• the Chinese name of the Company is for identification purpose only

— 2 —

LETTER FROM THE BOARD

Upon the Sub-division becoming effective, the monetary market value of each board lot of the Sub-divided Shares (based on the new board lot size of 2,000 Sub-divided Shares as described in the paragraph headed “Change of board lot size” below) will be less than the monetary market value of the existing board lot of 10,000 Shares. The Directors therefore believe that this will improve the liquidity in trading of the shares of the Company. Hence, the Directors are of the view that the Sub-division is in the interests of the Company and the Shareholders as a whole.

CONDITIONS OF THE SUB-DIVISION

The Sub-division is conditional upon, inter alia:

• (a) the passing of resolution of the Shareholders at the EGM; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Sub-divided Shares.

The Sub-division will become effective on the trading day immediately after the conditions mentioned above are fulfilled. The effective date is currently expected to be on 9 November 2007.

As at the Latest Practicable Date, the authorized share capital of the Company is HK$100,000,000 divided into 1,000,000,000 Shares, of which 121,083,000 Shares are in issue and 878,917,000 Shares remain un-issued. Immediately upon the Sub-division becoming effective and on the basis that 121,083,000 Shares are in issue, 1,210,830,000 Sub-divided Shares will be created pursuant to the Sub-division in substitution for the 121,083,000 Shares, and the authorized share capital of the Company of HK$100,000,000 will be divided into 10,000,000,000 Sub-divided Shares, of which 8,789,170,000 Sub-divided Shares are un-issued. The Sub-divided Shares will, save for the amount of par value, be identical in all respects with the Shares in issue prior to the Sub-division and the rights and obligations attaching to the Sub-divided Shares will not be affected by the Sub-division.

An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Sub-divided Shares of HK$0.01 each in the issued share capital of the Company.

The Company currently has no outstanding options or other convertible securities as at the Latest Practicable Date.

CHANGE OF BOARD LOT SIZE

Currently, the Shares are traded in board lots of 10,000 Shares. After the Sub-division becoming effective, the Sub-divided Shares will be traded in board lots of 2,000 Sub-divided Shares commencing from 9:30 a.m. 23 November 2007.

— 3 —

LETTER FROM THE BOARD

The Sub-division and the change in size of the board lot after the Sub-division will not result in any odd lots other than those already exist. Accordingly, no arrangement will be made by the Company for matching of sale and purchases of odd lot in connection with the Subdivision.

REASON FOR THE SUB-DIVISION

As at the Latest Practicable Date, the monetary market value of each board lot of existing shares of Company is approximately HK$144,600 (based on the closing price on the morning section on the Latest Practicable Date and the board lot size of 10,000 Shares). After the Subdivision, the monetary market value of each new board lot of the Sub-divided Shares will be approximately HK$2,892 (based on the closing price on the morning section on the Latest Practicable Date and the board lot size of 2,000 Sub-divided Shares), which is less than the monetary market value of the existing board lot of 10,000 Shares. In view of the prevailing market sentiment, the Directors believe that this will improve the liquidity in trading of Shares. Hence, the Directors are of the view that the Sub-division is in the interests of the Company and the Shareholders as a whole.

EFFECTS OF THE SUB-DIVISION

Other than the expenses incurred relating to the Sub-division, implementation of the Subdivision will not, in itself, alter the underlying assets, business operations, management or financial position of the Company. The Directors believe that the Sub-division will not have a material adverse effect on the financial and trading position of the Company and its subsidiaries.

SHARE CERTIFICATES

Pursuant to the Sub-division, each existing share certificate for any number of Shares in issue immediately before the Sub-division becoming effective will upon the Sub-division becoming effective be deemed to be a share certificate, and be effective as a document of title, for 10 times of that number of Sub-divided Shares. Shares certificates for the existing Shares will cease to be marketable and will not be acceptable for dealing purpose.

Existing share certificates may be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong in exchange for new share certificates for the Sub-divided Shares at any time. Shareholders should note that unless the relevant existing share certificates are lodged with Tricor Investor Services Limited by 4:30 p.m. on 19 December 2007, a charge of HK$2.5 will be made on the issue of every new share certificate for Sub-divided Shares or cancellation of every old share certificate for the Shares.

In order to distinguish between the existing and the new share certificates, share certificates for the Sub-divided Shares will be red in colour, which is different from the existing share certificate, which is pink in colour.

— 4 —

LETTER FROM THE BOARD

EGM

The Sub-division is subject to, inter alia, Shareholders’ approval at the EGM.

A notice convening the EGM to be held at 9:00 a.m. on Thursday, 8 November 2007 at Room 901, 9th Floor, Hong Kong Scout Centre, Scout Path, Austin Road, Kowloon, Hong Kong is set out on page 7 of this circular.

The EGM will be convened and held to consider and, if thought fit, to approve, among other things, the ordinary resolution to approve the Sub-division and the change of board lot size.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same to the Company’s share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, Tricor Investor Services Limited as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

PROCEDURES TO DEMAND A POLL

Pursuant to article 66 of the articles of association of the Company, a resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is required by the Listing Rules or (before or after any vote by show of hands) a poll is demanded:

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

• (b) 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

• (c) by a 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 in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to vote in the meeting; or

• (d) by a Shareholder or Shareholders present in person or in case of a Shareholder being a corporation by its duly authorized representative or by proxy and holdings 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 the rights; or

— 5 —

LETTER FROM THE BOARD

• (e) if required by the Listing Rules, by any Director or Directors who, individually or collectively, holding proxies in respect of the Shares representing five per cent. (5%) or more of the total voting rights at such meeting.

A demand by a person as proxy for a member or in the case of a member being a corporation by its duly authorized representative shall be deemed to be the same as a demand by a member.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purposes 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 inquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the Sub-division and change of board lot size are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Sub-division and change of board lot size.

By Order of the Board Wing Hong (Holdings) Limited Hui Chi Yung Chairman

— 6 —

NOTICE OF EGM

==> picture [190 x 100] intentionally omitted <==

(Stock code: 745)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Wing Hong (Holdings) Limited (the “Company”) will be held at Room 901, 9th Floor, Hong Kong Scout Centre, Scout Path, Austin Road, Kowloon, Hong Kong on Thursday, 8 November 2007 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT , conditional upon the Listing Committee of The Stock Exchange Hong Kong Limited approving the listing of, and granting the permission to deal in, shares of HK$0.01 each in the issued share capital of the Company upon the Share Subdivision (as defined below) becoming effective, every one (1) existing issued and un-issued shares of HK$0.1 each be sub-divided into ten (10) shares of HK$0.01 each in the share capital of the Company (the “Share Subdivision”) and the directors of the Company be and are hereby authorised generally to do all such acts and things, including but not limited to the change of the board lot trading size of the sub-divided shares, as they shall, in their absolute discretion deem appropriate to effect and implement the Share Subdivision.”

By Order of the Board Wing Hong (Holdings) Limited Hui Chi Yung Chairman

Hong Kong, 23 October 2007

Head office & principal place of business Registered office: in Hong Kong: Cricket Square, Hutchins Drive 13th Floor, OTB Building P.O. Box 2681 259-265 Des Voeux Road Central Grand Cayman KY1-1111 Hong Kong Cayman Islands

As at the date hereof, the board of Directors comprises Mr. Hui Chi Yung, Mr. Yiu Kai Yeuk, Raphael and Mr. Hui Kau Mo as executive Directors and Mr. Liu Kwong Sang, Mr. Sit Hing Wah and Dr. Hu Chung Kuen, David as independent non-executive Directors.

* the Chinese name of the Company is for identification purpose only

— 7 —