Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2007

Sep 11, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Galileo Holdings Limited (the “ Company ”), you should at once hand this circular and the enclosed form of proxy to the purchaser or to the bank or stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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)

REFRESHMENT OF GENERAL MANDATES

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

Grand Vinco Capital Limited

A letter from the Independent Board Committee is set out on page 9 of this circular. A letter from Grand Vinco Capital Limited, containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 10 to 15 of this circular.

A notice convening the extraordinary general meeting to be held at Unit 2202, 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at 4:00 p.m. on Friday, 28 September 2007 is set out on pages 19 to 22 of this circular and a form of proxy for use at the extraordinary general meeting is enclosed herein.

Whether or not you are able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the extraordinary general 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 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 publication.

12 September 2007

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 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 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . .	9
LETTER FROM VINCO. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . .	19

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DEFINITIONS

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

“AGM”	the annual general meeting of the Company held on 2
	August 2007
“Articles”	the existing articles of associations of the Company
“associate(s)”	has the meaning ascribed thereto under the GEM Listing
	Rules
“Board”	the board of Directors
“Company”	Galileo Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability, the Shares of
	which are listed on GEM
“controlling shareholder(s)”	has the meaning ascribed thereto under the GEM Listing
	Rules
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened and held at Unit 2202, 22nd Floor, Hopewell
	Centre, 183 Queen’s Road East, Wanchai, Hong Kong on
	Friday, 28 September 2007 at 4:00 p.m.
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“General Mandates”	the Issue Mandate and the Repurchase Mandate
“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

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DEFINITIONS

“Independent Board Committee”	a committee of the Board, comprising Mr. Siu Hi Lam,
	Alick, Mr. Kwok Kwan Hung and Mr. Chien Hoe Yong,
	being the independent non-executive Directors,
	constituted to advise the Independent Shareholders on the
	refreshment of the Issue Mandate
“Independent Shareholders”	the Shareholders other than Directors (excluding the
	independent non-executive Directors) and the chief
	executive of the Company and their respective associates,
	who are Mr. Chui Bing Sun and Mr. Lee Chi Shing,
	Caesar and their respective associates
“Issue Mandate”	the mandate proposed to be sought at the EGM to
	authorise the Directors to allot, issue and deal with
	Shares not exceeding 20% of the issued share capital of
	the Company on the date of EGM and to extend the issue
	mandate to include the Shares repurchased under the
	Repurchase Mandate
“Latest Practicable Date”	10 September 2007, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information referred to herein
“New Brilliant”	New Brilliant Investments Limited, a company
	incorporated in the British Virgin Islands with limited
	liability
“Notice”	the notice convening the EGM which is set out on pages
	19 to 22 of this circular
“Repurchase Mandate”	the mandate proposed to be sought at the EGM to
	authorise the Directors to exercise the power of the
	Company to repurchase Shares on GEM up to 10% of the
	issued share capital of the Company on the date of the
	EGM
“SFO”	the Securities and Futures Ordinance (Cap. 571, Laws of
	Hong Kong)
“Share(s)”	share(s) of HK$0.02 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Shares

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DEFINITIONS

“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“Vinco”	Grand Vinco Capital Limited, a licensed corporation to
	carry on business in type 1 (dealing in securities) and
	type 6 (advising on corporate finance) regulated activities
	under the SFO, and the independent financial adviser to
	the Independent Board Committee and the Independent
	Shareholders in relation to the refreshment of the Issue
	Mandate
“%”	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: Mr. Chui Bing Sun (Chairman) Mr. Lee Chi Shing, Caesar

Independent non-executive Directors: Mr. Siu Hi Lam, Alick Mr. Kwok Kwan Hung Mr. Chien Hoe Yong

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: Unit 2202, 22nd Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

12 September 2007

To the Shareholders

Dear Sir or Madam,

REFRESHMENT OF GENERAL MANDATES

INTRODUCTION

The purpose of this circular is to provide you with information regarding the following resolutions to be proposed at the EGM relating to the refreshment of the General Mandates.

REFRESHMENT OF GENERAL MANDATES

The mandate granted to Directors to issue Shares at the AGM was fully utilised as a result of completion of the top-up placing of 194,700,000 new Shares on 31 August 2007. The Company wishes to seek approval of Shareholders at the EGM to refresh the General Mandates in order to allow the flexibility for future business development and/or fund raising. Based on the issued share capital of the Company as at the Latest Practicable Date of 1,170,100,000 Shares and assuming there is no change in the issued share capital until the date of the EGM, the Issue Mandate will allow the Directors to issue and allot up to 234,020,000 new Shares. The Company does not have any immediate plans for any new issue of Shares at present.

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LETTER FROM THE BOARD

At the EGM, resolutions will be proposed to:

• (1) refresh the general and unconditional mandate authorising the Directors to exercise all powers of the Company to issue new Shares up to 20% of the issued share capital of the Company on the date of the EGM;

• (2) refresh the general and unconditional mandate authorising the Directors to exercise all powers of the Company to repurchase Shares on GEM up to a maximum of 10% of the issued share capital of the Company on the date of the EGM; and

• (3) by a separate ordinary resolution, extend the general and unconditional mandate referred to in (1) above so that the Directors be given a general mandate to issue further Shares equal to the Shares repurchased under the repurchase mandate referred to in (2) above.

Pursuant to the GEM Listing Rules, the Issue Mandate will be subject to the Shareholders’ approval by way of a poll at which the controlling shareholders of the Company and their associates or, where there are no controlling shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolutions to be proposed in respect of the Issue Mandate.

As at the Latest Practicable Date, 304,960,000 Shares, representing approximately 26.06% of the existing issued share capital of the Company, were held by New Brilliant, which is beneficially owned by Mr. Chui Bing Sun, the chairman and an executive director of the Company, and his associates; and Mr. Lee Chi Shing, Caesar, an executive Director, was interested in 3,500,000 options to subscribe for 3,500,000 Shares. The Company did not have any controlling shareholder. Mr. Chui Bing Sun and Mr. Lee Chi Shing, Caesar and their respective associates will abstain from voting in favour of resolution to refresh the Issue Mandate at the EGM. In accordance with the GEM Listing Rules, Vinco has been appointed by the Company to advise Independent Board Committee and the Independent Shareholders on the refreshment of the Issue Mandate.

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LETTER FROM THE BOARD

There has not been any refreshment of general mandate to issue new Shares since the AGM. The following table summarises the use of the general mandate to issue Shares granted at the AGM:

Actual use of proceeds as at Date of Net proceeds Intended use the Latest announcement Event (approximate) of proceeds Practicable Date 20 August 2007 Placing of HK$52.1 General Not yet utilized 194,700,000 existing million working Shares and capital subscription of 194,700,000 new Shares by New Brilliant

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held on Friday, 28 September 2007 is set out on pages 19 to 22 of this circular and a form of proxy for use at the EGM is herein enclosed.

Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not later than 48 hours before the time for holding the EGM. Completion and delivery of the form of proxy will not prevent Shareholders from attending and voting at the EGM if they so wish.

PROCEDURES FOR DEMANDING A POLL

Pursuant to Article 72 of the Articles, 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 by:

• (a) the chairman of meeting; or

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

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LETTER FROM THE BOARD

• (c) any Shareholder or Shareholders present in person (or, in the case of a shareholder being a corporation, its duly authorized 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) any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, its duly authorized 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

Your attention is drawn to the letter from the Independent Board Committee as set out on page 9 of this circular which contains its recommendation to the Independent Shareholders in respect of the resolutions to approve the Issue Mandate.

The advice of Vinco, the independent financial adviser to the Independent Board Committee and the Independent Shareholders as to whether the terms of the refreshment of the Issue Mandate are in the interest of the Company and its Shareholders as a whole are set out on pages 10 to 15 of this circular.

The Directors consider that resolutions as proposed in this circular are in the best interests of the Company and Shareholders and accordingly recommend you to vote in favour of the resolutions referred to above to be proposed at the EGM.

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:

• (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

GENERAL

Your attention is drawn to the information contained in the appendix to this circular.

By Order of the Board Galileo Holdings Limited Chui Bing Sun Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8029)

12 September 2007

To the Independent Shareholders

Dear Sir or Madam,

REFRESHMENT OF THE ISSUE MANDATE

We refer to the circular of the Company dated 12 September 2007 (the “ Circular ”) of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

We have been appointed to advise the Independent Shareholders as to whether the refreshment of the Issue Mandate is in the best interest of the Company and its Shareholders, and fair and reasonable so far as the Independent Shareholders are concerned. Vinco has been appointed as the independent financial adviser to advise you and us in this respect.

Having considered the advice of Vinco in relation to the refreshment of the Issue Mandate as set out on pages 10 to 15 of the Circular, we are of the opinion that the refreshment of the Issue Mandate is in the interest of the Company and the Shareholders as a whole and is fair and reasonable so far as the Independent Shareholders are concerned. We therefore recommended that you vote in favour of the ordinary resolutions to be proposed at the EGM for the refreshment of the Issue Mandate.

Yours faithfully,

Independent Board Committee Mr. Siu Hi Lam, Alick Mr. Kwok Kwan Hung Mr. Chien Hoe Yong Independent Independent Independent Non-executive Director Non-executive Director Non-executive Director

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LETTER FROM VINCO

The following is the text of a letter of advice from Grand Vinco Capital Limited to the Independent Board Committee and the Independent Shareholders in connection with the proposed Issue Mandate, which has been prepared for the purpose of incorporation in this circular:

Grand Vinco Capital Limited

Unit 4909-4910, 49/F., The Center 99 Queen’s Road Central, Hong Kong

12 September 2007

To the Independent Board Committee and the Independent Shareholders of Galileo Holdings Limited

Dear Sirs,

REFRESHMENT OF ISSUE MANDATE TO ALLOT AND ISSUE SHARES

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the proposed Issue Mandate, details of which are set out in the “Letter from the Board” in the circular (the “Circular”) issued by the Company to the Shareholders dated 12 September 2007 of which this letter forms part. Capitalized terms used in this letter shall have the same meanings ascribed to them in the Circular unless the context otherwise requires.

In accordance with Rule 17.42A of the GEM Listing Rules, as there was no controlling Shareholder as at the Latest Practicable Date, the proposed Issue Mandate requires the approval of the Independent Shareholders at which the Directors (excluding the independent non-executive Directors), the chief executive officer of the Company and their respective associates shall abstain from voting at the EGM. Voting of the Independent Shareholders at the EGM shall be taken by poll according to Rule 17.47 (4) (b) of the GEM Listing Rules.

The Issue Mandate will, if granted, remain effective until the earliest of: (i) the conclusion of next annual general meeting of the Company; (ii) the expiration of the period within the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or any other applicable laws to be held; and (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors under the Issue Mandate.

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LETTER FROM VINCO

The Independent Board Committee, comprising Mr. Siu Hi Lam, Alick, Mr. Kwok Kwan Hung and Mr. Chien Hoe Yong, all being the independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the terms of the proposed Issue Mandate are fair and reasonable so far as the Independent Shareholders are concerned and whether the proposed Issue Mandate is in the interests of the Company and the Independent Shareholders as a whole.

BASIS OF OUR OPINION AND RECOMMENDATION

In forming our opinion and recommendation, we have relied on the information, facts and representations contained or referred to in the Circular and the information, facts and representations provided by, and the opinions expressed by the Directors, management of the Company and its subsidiaries. We have assumed that all information, facts, opinions and representations made or referred to in the Circular were true, accurate and complete at the time they were made and continued to be true, accurate and complete as at the date of the Circular and that all expectations and intentions of the Directors, management of the Company and its subsidiaries, will be met or carried out as the case may be. We have no reason to doubt the truth, accuracy and completeness of the information, facts, opinions and representations provided to us by the Directors, management of the Company and its subsidiaries. The Directors have confirmed to us that no material facts have been omitted from the information supplied and opinions expressed. We have no reason to doubt that any relevant material facts have been withheld or omitted from the information provided and referred to in the Circular or the reasonableness of the opinions and representations provided to us by the Directors, management of the Company and its subsidiaries.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading.

We have relied on such information and opinions and have not, however, conducted any independent verification of the information provided, nor have we carried out any independent investigation into the business, financial conditions and affairs of the Group or its future prospect.

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the proposed Issue Mandate and, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

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LETTER FROM VINCO

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the proposed Issue Mandate, we have considered the principal factors and reasons set out below:

Background of and reasons for the proposed Issue Mandate

The Group is principally engaged in the provision of funeral services on various funeral custom and activities and the provision of business consultancy services to assist clients on various business or management issues.

The current general mandate was granted to the Directors to allot and issue shares at the AGM held on 2 August 2007 pursuant to the GEM Listing Rules. As announced on 20 August 2007, 194,700,000 Shares have been issued and allotted pursuant to a placing under the current general mandate.

The Board proposed to pass an ordinary resolution at the EGM to approve the proposed Issue Mandate in accordance with Rule 17.42A of the GEM Listing Rules to allow flexibility to issue any additional new Shares so that the Directors would be granted to allot and issue not exceeding 20% of the issued share capital of the Company as at the date of the EGM. The proposed Issue Mandate will be in force when it is approved by the Independent Shareholders at the EGM.

Fund raising activities in the past 12 months

The following table summarizes the information relating to the Company’s fund raising activities in the past 12 months:

				Actual use of
				proceeds as at
				the Latest
Date of			Intended use of	Practicable
Announcement	Event	Net proceeds	proceeds	Date
20 August 2007	Placing and	Approximately	General working	To be utilized as
	subscription of	HK$52.1	capital	intended
	194,700,000	million
	Shares

According to the announcement issued by the Company on 3 September 2007, the abovementioned placing herein has been completed, and the proceeds have not been utilized by the Company within the short period of time between the completion of placing and the Latest Practicable Date. As advised by the Directors, such proceeds will be used as intended, i.e. as general working capital of the Company. The Directors confirmed that the existing cash

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LETTER FROM VINCO

resources of the Group are sufficient for it to conduct its daily operations and the Group has sufficient working capital to meet its present requirements. However, when opportunities arise for the Company to make potential investments in the interest of the Company and the Independent Shareholders, there is no certainty that the cash resources available to the Group will be adequate for possible acquisition of appropriate investments that may be identified by the Company in the future. In the event that the Group identifies a suitable investment opportunity and does not have sufficient cash resources on hand, and it fails to obtain loans on terms which the Directors consider acceptable to the Group or raise funds from the equity capital market, or it cannot find other alternatives to finance the acquisition of such investment opportunity in a timely manner, the Group may lose its bid in an otherwise favourable investment.

Financial flexibility

The Directors believed that the granting of the Issue Mandate will provide the Company with additional flexibility in deciding the source of finance for any acquisition opportunities that may arise in the future and for the purpose of raising general working capital of the Group. As at the Latest Practicable Date, the Directors confirmed that there is no proposal for any investment or acquisition of the Group. We noted that the Directors cannot perceive whether or not there will be any issue of Shares as at the Latest Practicable Date and the amount thereof and the application of such proceeds.

We consider that the granting of the Issue Mandate could enhance the financing flexibility of the Company to raise capital and to strengthen the capital base of the Group, if and when required, through placing of Shares for further development of the Group. In addition, the Directors consider that if investment or acquisition opportunities arise, decisions may have to be made within a short period of time. The proposed Issue Mandate would provide the Group with the maximum flexibility as allowed under the GEM Listing Rules to allot and issue new Shares to raise capital through placing of Shares as consideration for funding such potential investments and/or acquisitions in the future as and when such opportunities arise. The increased amount of capital which may be raised under the Issue Mandate provides more options of financing to the Group when assessing and negotiating potential acquisitions in a timely manner.

Other financing alternatives

Other than raising fund by way of issuing equity capital, the Directors will consider other financing methods such as bank financing, debt financing and funding through internal resources in order to meet its financing requirements arising from future development of the Group, depending on the then financial position, capital structure and cost of funding of the Group and the then market condition. As confirmed by the Directors, the proposed Issue Mandate provides another alternative to the Directors to finance the Group’s businesses and the Directors will use the method which serves the best interest of the Group. We consider that it is a sensible consideration to make reference to the then financial position of the Group in order to decide on a financing method for the future development of the Group.

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LETTER FROM VINCO

Potential dilution to shareholding of the Independent Shareholders

New Brilliant Investments Limited Premier United Limited Shares to be issued under full utilization of the proposed Issue Mandate Public Total	Existing shareholding as at the Latest Practicable Date No. of Shares % 304,960,000 26.06% 190,000,000 16.24% – – 675,140,000 57.70% 1,170,100,000 100.00%	Shareholding after full utilization of the Issue Mandate No. of Shares % 304,960,000 21.72% 190,000,000 13.53% 234,020,000 16.67% 675,140,000 48.08% 1,404,120,000 100.00%	Shareholding after full utilization of the Issue Mandate No. of Shares % 304,960,000 21.72% 190,000,000 13.53% 234,020,000 16.67% 675,140,000 48.08% 1,404,120,000 100.00%
			100.00%

For illustrative purpose, (i) assuming that the Issue Mandate is approved by the Independent Shareholders at the EGM and; (ii) the Issue Mandate is fully utilized, 234,020,000 Shares will be issued, representing 20% of the entire issued share capital of the Company as at the Latest Practicable Date, and approximately 16.67% of the entire issued share capital of the Company as enlarged by the Shares issued under the Issue Mandate respectively.

The aggregate shareholding of the public Shareholders will decrease from approximately 57.70% to approximately 48.08% upon full utilization of the Issue Mandate, a potential maximum dilution of approximately 9.62%. Taken into account that the Issue Mandate (i) will provide an alternative to increase the amount of capital which may be raised under the Issue Mandate; (ii) provides more options of financing to the Group for further development of its business as well as in other potential future investment and/or acquisitions as and when such opportunities arise and; (iii) the fact that the shareholding of all the Shareholders will be diluted proportionally to their respective shareholdings upon any utilization of the Issue Mandate, we consider such potential maximum dilution to shareholdings of the Independent Shareholders to be justifiable.

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LETTER FROM VINCO

CONCLUSION

Having taken into consideration of the above principal factors and reasons, we are of the view that the proposed Issue Mandate is fair and reasonable, so far as the Independent Shareholders are concerned and that the proposed Issue Mandate is in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the proposed Issue Mandate.

Yours faithfully, For and on behalf of Grand Vinco Capital Limited Alister Chung

Managing Director

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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. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, the issued share capital of the Company comprised of 1,170,100,000 Shares.

Subject to the passing of ordinary resolution No. 1 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 117,010,000 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 No. 2 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 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.

2. 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.

3. 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, the Articles, 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.

4. 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.

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EXPLANATORY STATEMENT

APPENDIX

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange 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, the Articles and the applicable laws of the Cayman Islands.

6. THE TAKEOVERS 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 Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers 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 Takeovers Code.

As at the Latest Practicable Date, the following substantial Shareholders had or were taken to have interests in Shares under the SFO:

			Approximate
			percentage of
		Approximate	shareholding if
		percentage of	the Repurchase
	Number of	existing	Mandate is
Name	Shares held	shareholding	exercised in full
New Brilliant (Note 1)	304,960,000	26.06%	28.96%
Premier United Limited
(Note 2)	190,000,000	16.24%	18.04%

Notes:

1. New Brilliant is beneficially owned as to 80% by 20/20 International Ltd. and as to 20% by Ms. Zhang Ze Mei. In addition, 20/20 International Ltd. is beneficially owned as to 70.4% by Mr. Chui Bing Sun. Accordingly, both 20/20 International Ltd. and Mr. Chui Bing Sun are deemed under the SFO to be interested in the 304,960,000 Shares beneficially owned by New Brilliant.

2. Premier United Limited is beneficially owned as to 50% by Mr. Chan Ping Che and as to 50% by Ms. Lam Shiu May. Accordingly, both Mr. Chan Ping Che and as Ms. Lam Shiu May are deemed under the SFO to be interested in the 190,000,000 Shares beneficially owned by Premier United Limited.

In the event the Directors should exercise in full the Repurchase Mandate, the interests of the above substantial Shareholders would be increased to such percentage as shown in the last column above. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.

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EXPLANATORY STATEMENT

APPENDIX

7. SHARES REPURCHASE MADE BY THE COMPANY

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

8. DIRECTOR AND CONNECTED PERSON

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.

No connected person 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.

9. SHARE PRICES

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

							Highest per	Lowest per
							Share	Share
							HK$	HK$
2006
September							0.670	0.165
October							0.620	0.385
November							0.700	0.375
December							0.510	0.290
2007
January							0.350	0.230
February							0.430	0.220
March							0.425	0.245
April							0.450	0.330
May							0.650	0.335
June							0.630	0.420
July							0.600	0.420
August							0.660	0.250
September	(up	to	the	Latest	Practicable	Date)	1.780	0.680

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8029)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Galileo Holdings Limited (the “ Company ”) will be held at Unit 2202, 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at 4:00 p.m. on Friday, 28 September 2007 to consider and, if thought fit, to pass with or without amendments the following resolutions:

Ordinary Resolutions

1. “ 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;

• (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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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).”

1. “ THAT :

2. (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;

3. (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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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.”

• “ THAT conditional upon the passing of ordinary resolutions no. 1 and 2 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 no. 1 above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 2 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 Holdings Limited Chui Bing Sun Chairman

Hong Kong, 12 September 2007

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: Principal place of business in Hong Kong: Cricket Square Unit 2202, 22nd Floor Hutchins Drive, P. O. Box 2681 Hopewell Centre Grand Cayman KY1-1111 183 Queen’s Road East Cayman Islands Wanchai Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, 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 must be deposited at the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the meeting or any adjournment thereof. The completion and return of the proxy form will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

4. As at the date hereof, the board of Directors is composed of Mr. Chui Bing Sun and Mr. Lee Chi Shing, Caesar as executive Directors, and Mr. Siu Hi Lam, Alick, Mr. Kwok Kwan Hung and Mr. Chien Hoe Yong as independent non-executive Directors.

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