Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2007

Apr 4, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

I f you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer, 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 enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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 CAPITAL REORGANISATION

The notice convening the special general meeting of Wing Hong (Holdings) Limited to be held at Room 1701, 17th Floor, Regent Centre, 88 Queen’s Road Central, Hong Kong on Friday, 27 April 2007 at 9:00 a.m. is set out on pages 9 to 10 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy for use at the special general meeting in accordance with the instructions printed thereon and return 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 holding of 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 meeting if you so wish.

3 April 2007

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Effect of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reasons for the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Conditions of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Arrangement for Odd Lot Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Free Exchange of Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Trading Arrangements for Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Listing and Dealings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Procedure by which a Poll may be Demanded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Directors’ Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

— i —

DEFINITIONS

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

“Board”	the board of Directors
“Capital Reorganisation”	the proposed capital reorganisation of the Company as
	referred to in the section headed “Capital Reorganisation”
	herein
“CCASS”	the Central Clearing and Settlement System established
	and operated by HKSCC
“Company”	Wing Hong (Holdings) Limited, a company incorporated
	in the Cayman Islands with limited liability with its
	shares listed on the main board of the Stock Exchange
“Consolidated Share(s)”	new ordinary share(s) of HK$0.10 each in the issued
	and unissued share capital of the Company comprising
	the authorised share capital of the Company following
	the Capital Reorganisation
“Directors”	the directors of the Company
“Effective Date”	the date upon which the Capital Reorganisation becomes
	unconditional and effective when all the conditions to
	which it is subject as set out on page 5 of this circular
	are satisfied
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	31 March 2007, the latest practicable date prior to the
	printing of this circular for the purposes of ascertaining
	certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Proposal”	the proposal involving the Capital Reorganisation

— 1 —

DEFINITIONS

“Registrar”	Tricor Investor Services Limited at 26th Floor, Tesbury
	Centre, 28 Queen’s Road East, Hong Kong, being the
	branch share registrar of the Company in Hong Kong
“SGM”	the special general meeting of the Company to be held
	to consider and, if appropriate, approve the Proposal
“Share(s)”	existing ordinary share(s) of HK$0.01 each in the share
	capital of the Company
“Share Consolidation”	the proposed consolidation of all the issued shares of
	HK$0.01 each in the capital of the Company as referred
	to the section headed “Capital Reorganisation” herein
“Shareholder(s)”	holder(s) of Share(s) or Consolidated Share(s), as the
	context may require
“SGM Notice”	the notice convening the SGM as set out on pages 9 to
	10 of this circular
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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EXPECTED TIMETABLE

2007

Latest time for lodging proxy form for the SGM . . . . . . . . . . . . . . . . . . . . . .	. . . . . 9:00 a.m. on
Wednesday, 25 April
Date of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . 9:00 a.m. on
	Friday, 27 April
Effective date of Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Monday, 30 April
Original counter for trading in Shares in the form
of existing share certificates in board lots of
10,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . 9:30 a.m. on
	Monday, 30 April
Temporary counter for trading in Consolidated Shares in
board lots of 1,000 Consolidated Shares in the form of
existing share certificates opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . 9:30 a.m. on
	Monday, 30 April
First day of free exchange of existing share certificates
for new share certificates for Consolidated Shares . . . . . . . . . . . . . . . . . .	Monday, 30 April
Matching service for the sale and purchase of odd lots of
Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . 9:30 a.m. on
	Monday, 30 April
Original counter for trading in Consolidated Shares in board
lots of 10,000 Consolidated Shares in the form of
new share certificates re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . 9:30 a.m. on
	Tuesday, 15 May
Parallel trading in Consolidated Shares in the form of
existing share certificates and new share
certificates commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . 9:30 a.m. on
	Tuesday, 15 May
Temporary counter for trading in Consolidated Shares in
board lots of 1,000 Consolidated Shares in the
form of existing share certificates closes . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . 4:00 p.m. on
	Wednesday, 6 June
Parallel trading in Consolidated Shares in the form of
existing share certificates and new share certificates ends . . . . . . . . . . . .	. . . . . 4:00 p.m. on
	Wednesday, 6 June
Matching service for the sale and purchase of odd lots of
Consolidated Shares ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . 4:00 p.m. on
	Wednesday, 6 June
Last day of free exchange of existing share certificates
for new share certificates for Consolidated Shares . . . . . . . . . . . . . . . . . .	. Monday, 11 June

Note: All references in this circular to times and dates are references to Hong Kong times and dates.

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LETTER FROM THE BOARD

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*

(incorporated in the Cayman Islands with limited liability) (Stock code: 745)

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

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

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

Head Office and Principal Place of Business in Hong Kong: 13th Floor, OTB Building 259-265 Des Voeux Road Central Hong Kong

3 April 2007

To the Shareholders

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION

INTRODUCTION

The Directors announced on 13 March 2007 that a capital reorganisation involving a share consolidation would be proposed to the Shareholders at the SGM.

The purpose of this circular is to give you further information regarding the proposed Capital Reorganisation and to give you notice of the SGM to be convened for the purpose of approving the necessary resolution to implement and adopt the Proposal.

CAPITAL REORGANISATION

The Directors propose that the Capital Reorganisation will be effected in the following manner:

• For identification purpose only

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LETTER FROM THE BOARD

Every 10 issued shares of HK$0.01 each in the capital of the Company will be consolidated into one Consolidated Share of HK$0.10. On such basis, there will be 121,083,000 Consolidated Shares in issue following the Share Consolidation. No certificates for fractions of Consolidated Shares will be issued to any Shareholder. However, fractions of Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company.

EFFECT OF THE CAPITAL REORGANISATION

Upon the Capital Reorganisation becoming effective, the authorised share capital of the Company will remain HK$20,000,000.00 divided into 200,000,000 Consolidated Shares of HK$0.10 each, of which 121,083,000 Consolidated Shares of HK$0.10 each will be in issue. Other than the expenses incurred in relation to the Capital Reorganisation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests of the Shareholders (save and except any fractional entitlements resulting from the Share Consolidation) and the Consolidated Shares will rank pari passu in all respects with each other. The Directors believe that the Capital Reorganisation will not have any material adverse effect on the financial position of the Company or its subsidiaries.

REASONS FOR THE CAPITAL REORGANISATION

As the market price of the Shares approaches the extremity of HK$0.01 per Share, in compliance with Rule 13.64 of the Listing Rules, the Board proposes the Share Consolidation. Furthermore, in view of the relatively low market value for each existing board lot of the Shares, the Board believes that by increasing the par value per Share, the Share Consolidation will reduce the transaction costs for dealing in the shares in the Company including charges with reference to the number of share certificates issued.

CONDITIONS OF THE CAPITAL REORGANISATION

The Capital Reorganisation is conditional on:

• (a) the passing by the Shareholders at the SGM by way of ordinary resolution approving the Capital Reorganisation; and

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

ARRANGEMENT FOR ODD LOT TRADING

Currently, the Shares are traded in board lot of 10,000 Shares each. Upon the Capital Reorganisation becoming effective, the Consolidated Shares will be traded in board lot of 10,000 Consolidated Shares each. In order to alleviate the difficulties arising from the existence

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LETTER FROM THE BOARD

of odd lots of the Consolidated Shares, the Company has agreed to procure an agent to arrange a “matching service” for the Shareholders who wish to buy and sell their holding of odd lots. Shareholders should note that the aforesaid “matching service” is on a best effort basis and there is no guarantee of a successful execution of such transaction. Holders of odd lots of Consolidated Shares who wish to take advantage of this facility should contact Mr. Aric Au of Phillip Securities (Hong Kong) Limited of 11th Floor, United Centre, 95 Queensway, Hong Kong (Telephone number: 2277 6678) from Monday, 30 April 2007 to Wednesday, 6 June 2007.

FREE EXCHANGE OF SHARE CERTIFICATES

Subject to fulfillment of the conditions set out above and the Capital Reorganisation taking effect, it is expected that, as from 14 May 2007, new share certificates will be issued in board lots of 10,000 Consolidated Shares. Existing share certificates can be submitted to the Registrar for exchange for new share certificates for the Consolidated Shares, free of charge, between 9:00 a.m. and 4:30 p.m. from 30 April 2007 to 11 June 2007 (both dates inclusive). Thereafter, the red share certificates for the Shares will remain effective as documents of title, on the basis of ten Shares for one Consolidated Share, and may be exchanged for new pink share certificates for the Consolidated Shares at any time on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each new share certificate issued for Consolidated Shares. It is expected that the share certificates for the Consolidated Shares will be available for collection within a period of 10 business days after the submission of the existing share certificates to the Registrar for exchange.

TRADING ARRANGEMENTS FOR CONSOLIDATED SHARES

Subject to the Capital Reorganisation becoming effective, dealings in the Consolidated Shares are expected to commence on Monday, 30 April 2007 and it is proposed that arrangements for trading in the Consolidated Shares will be as follows:

• (a) from Monday, 30 April 2007, the original counter for trading in Shares in board lots of 10,000 Shares will be closed. A temporary counter for trading in Consolidated Shares in board lots of 1,000 Consolidated Shares, representing 10,000 Shares, in the form of existing share certificates for the Shares will be established and every ten Shares will be deemed to represent one Consolidated Share. Existing share certificates for Shares (in red colour) can only be traded at the temporary counter;

• (b) with effect from Tuesday, 15 May 2007, the original counter will be re-opened for trading in Consolidated Shares in board lots of 10,000 Consolidated Shares. Only new share certificates for Consolidated Shares (in pink colour) can be traded at this counter;

• (c) during the period from Tuesday, 15 May 2007 to Wednesday, 6 June 2007 (both dates inclusive), parallel trading will be permitted at the above two counters; and

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LETTER FROM THE BOARD

• (d) the temporary counter for trading in existing share certificates in board lots of 1,000 Consolidated Shares will be withdrawn after the close of trading on Wednesday, 6 June 2007 and thereafter trading will only be done in Consolidated Shares in board lots of 10,000 Consolidated Shares (in the form of new share certificates in pink colour). Existing share certificates for Shares (in red colour) will only be valid for delivery and settlement in respect of dealings for the period up to and including Wednesday, 6 June 2007 and thereafter will not be acceptable for delivery and settlement purposes. However, valid certificates for Shares (in red colour) will continue to be good evidence of legal title to the Consolidated Shares on the basis of ten Shares for one Consolidated Share and may be exchanged for new share certificates for Consolidated Shares (in pink colour) at the Registrar at any time on payment of a prescribed fee.

LISTING AND DEALINGS

Application will be made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Consolidated Shares in issue following the implementation of the Capital Reorganisation.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Consolidated Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

SGM

A notice convening the SGM to be held at Room 1701, 17th Floor, Regent Centre, 88 Queen’s Road Central, Hong Kong on Friday, 27 April 2007 at 9:00 a.m. is set out on pages 9 to 10 of this circular.

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

PROCEDURE BY WHICH A POLL MAY BE DEMANDED

Under the Articles of Association, at the SGM, a resolution put to the vote of a meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules

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LETTER FROM THE BOARD

of the Stock Exchange or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) 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 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 in the aggregate 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 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; or

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

RECOMMENDATION

The Directors are of the opinion that the terms of the Capital Reorganisation are in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions set out in the SGM Notice.

DIRECTORS’ RESPONSIBILITY STATEMENT

This document includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors collectively and individually accept full responsibility for the accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

By order 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 a special general meeting of Wing Hong (Holdings) Limited (the “Company”) will be held at 9:00 a.m. on Friday, 27 April 2007 at Room 1701, 17th Floor, Regent Centre, 88 Queen’s Road Central, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT with effect from the business day immediately following the date on which this resolution is duly passed (the “Effective Date”) and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the shares of HK$0.10 each in the Company arising from the Share Consolidation (as hereinafter defined):

• (a) Every ten issued shares of HK$0.01 each in the capital of the Company be consolidated into one consolidated share (the “Consolidated Share”) of HK$0.10 (the “Share Consolidation”);

• (b) all of the Consolidated Shares resulting from the Share Consolidation shall rank pari passu in all respects with each other; and

• (c) the directors of the Company be authorised generally to do all things appropriate to effect and implement any of the foregoing.”

By order of the board of directors of

Wing Hong (Holdings) Limited Hui Chi Yung

Chairman

Hong Kong, 3 April 2007

Head Office and Principal

Place of Business in Hong Kong:

13th Floor, OTB Building

259-265 Des Voeux Road Central Hong Kong

• For identification purpose only

— 9 —

NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more (if holding two or more shares) proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. To be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be lodged with the Company’s share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less 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 a member from attending and voting in person at the meeting.

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.

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