Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2007

Apr 23, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8029)

ADOPTION OF SHARE AWARD SCHEME CHANGE OF COMPANY NAME

AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION REMOVAL AND CHANGE OF AUDITORS

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, 18 May, 2007 is set out on pages 12 to 14 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, 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.

23 April 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-Iisted issuers.

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CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX	– SUMMARY OF PRINCIPAL RULES OF
	SHARE AWARD SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
**NOTICE OF **	EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

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

“Adoption Date”	18 May 2007, being the date on which the Share Award
	Scheme is adopted by the Company
“Board”	the board of Directors
“Change of Company Name”	the proposed change of the Company’s English name
	from “Galileo Capital Group Limited” to “Galileo
	Holdings Limited” and the Chinese name from “ ” to “ ”
“Committee”	the Board or any compensation committee or sub-
	committee of the Board (comprising in majority non-
	executive Directors and/or independent non-executive
	Directors) delegated with the authority to administer the
	Share Award Scheme
“Company”	Galileo Capital Group Limited, a company incorporated
	in the Cayman Islands with limited liabilities, the shares
	of which are listed on GEM
“Consultant”	any person who is employed by the Company or any
	Subsidiary to provide service to the Company and/or any
	Subsidiary but not being an Employee or an Excluded
	Person
“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 at
	4:00 p.m. on Friday, 18 May 2007, or any adjournment
	thereof
“Employee”	any bona fide employee (whether full time or part time
	(i.e. working more than 15 hours per week)) of the
	Company or any Subsidiary (whether seconded or
	otherwise) who has obtained 18 years of age, and not
	being an Excluded Person
“Excluded Person”	any person who, in respect of his employment with the
	Company or Subsidiary, at the relevant time has tendered
	his resignation or who is working out his period of notice
	pursuant to his employment contract or otherwise

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DEFINITIONS

“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its Subsidiaries
“Homan”	Messrs. Homan CPA Limited, the existing auditors of the
	Company
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Lo and Kwong”	Messrs. Lo and Kwong C.P.A. Company Limited, the
	proposed auditors to be appointed by the Company
	subject to the approval of the Shareholders
“Participants”	Employees or Consultants or executive Directors, non-
	executive Directors or independent non-executive
	Directors who have contributed or may contribute to the
	growth and/or business of the Group
“Scheme Agreement”	the agreement to be entered into between the Company
	and the Committee in relation to the administration of the
	Share Award Scheme
“Selected Participants”	the Participants selected by the Committee to participate
	in the Share Award Scheme
“Share(s)”	ordinary share(s) of HK$0.02 each in the share capital of
	the Company
“Share Award Scheme”	the share award scheme proposed to be adopted by the
	Company at the EGM
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiary”	a company which is for the time being and from time to
	time a subsidiary (within the meaning given in section 2
	of the Companies Ordinance (Chapter 32 of the Laws of
	Hong Kong)) of the Company whether incorporated in
	Hong Kong or elsewhere
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	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: 19th Floor, Club Lusitano 16 Ice House Street Central Hong Kong 23 April 2007

To the Shareholders

Dear Sir or Madam,

ADOPTION OF SHARE AWARD SCHEME CHANGE OF COMPANY NAME AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION REMOVAL AND CHANGE OF AUDITORS

INTRODUCTION

On 13 November 2006, the Board announced that it proposed to adopt the Share Award Scheme. On 24 November 2006, the Board announced that it proposed to change the Company’s name to “Galileo Holdings Limited ”, amend the memorandum and articles of association of the Company, remove Homan as auditors of the Company and appoint Messrs. Grant Thornton to fill the casual vacancy created thereby. On 12 April 2007, the Board further announced that it proposed to appoint Lo and Kwong in place of Messrs. Grant Thornton as the new auditors of the Company to fill the vacancy following the proposed removal of Homan as auditors of the Company.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the following resolutions to be proposed at the EGM:

• (i) the adoption of the Share Award Scheme;

• (ii) the Change of Company Name;

• (iii) the amendments to the memorandum and articles of association of the Company; and

• (iv) the removal and change of auditors.

ADOPTION OF SHARE AWARD SCHEME

A proposal is put to the Shareholders for adoption of the Share Award Scheme. The Share Award Scheme does not constitute a share option scheme pursuant to Chapter 23 of the GEM Listing Rules and is a discretionary scheme of the Company. The proposal is put to the Shareholders to enhance the transparency of the management of the Company.

The purpose of the Share Award Scheme is to recognise, inter alia, the loyalty, performance and/or contribution of certain Employees and Consultants, in order to retain them for the continual operation, development and growth of the Group and to attract suitable personnel for further development of the Group. Those Selected Participants who, after joining the Share Award Scheme, are promoted to directorship would continue to be permitted to participate in the Share Award Scheme. Each Participant shall be required to confirm in writing whether he/she is a connected person (as defined in the GEM Listing Rules) of the Company prior to the transfer of an award to him/her. If an award is transferred to a Selected Participant who is a connected person, and such transfer of award will constitute a connected transaction (as defined in the GEM Listing Rules), the Company shall comply with Chapter 20 of the GEM Listing Rules in relation to such transfer.

A summary of the principal rules of the Share Award Scheme is set out in the Appendix to this circular.

CHANGE OF COMPANY NAME

The Board proposes to change the Company’s English name from “Galileo Capital Group Limited” to “Galileo Holdings Limited” and its Chinese name from “ ” to “ ”.

The Board considers that the existing name of the Company may inevitably give people an impression that the Company focuses on capital market related business but the proposed new name, which denotes that the Company is a holding company without specifying any particular kind of business of the Group, will better reflect the business diversity of the Group in the future, including the Company’s funeral services business as detailed in the Company’s announcement and circular dated 8 November 2006 and 22 December 2006 respectively. The Board believes that the proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

The proposed Change of Company Name is subject to the passing of a special resolution by the Shareholders at the EGM. The Change of Company Name shall take effect from the date on which the special resolution to approve the Change of Company Name is duly passed at the EGM. The Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

The proposed Change of Company Name will not affect any of the rights of any Shareholder. If the proposed Change of Company Name becomes effective, all existing share certificates in issue bearing the previous name of the Company will continue to be evidence of title to the Shares and will continue to be valid for trading, settlement, delivery and registration for the same number of shares in the new name of the Company and the rights of any Shareholders will not be affected as a result of the Change of Company Name.

There will be no special arrangement for free exchange of the existing share certificates of the Company for new share certificates printed in the Company’s new name. Subject to the proposed Change of Company Name becoming effective, future share certificates will be issued under the new name of the Company.

AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION

In view of the proposed Change of Company Name, the Board also proposes to amend the Company’s memorandum and articles of association to reflect the change of the Company’s name. The proposed amendments to the Company’s memorandum and articles of association is subject to the approval of the Shareholders by way of a special resolution at the EGM and the aforesaid amendments shall become effective once the Shareholders duly passed the relevant special resolution at the EGM.

REMOVAL AND CHANGE OF AUDITORS

The Board proposes to remove Homan as auditors of the Company and appoint Lo and Kwong as the new auditors of the Company to fill the casual vacancy.

The term of office of Homan will originally expire at the next annual general meeting of the Company. The Board was given to understand that a petition was filed on 31 October 2006 for the winding up of Homan pursuant to the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). In order to secure continuous high quality audit services for the Company, the Board proposes that, subject to the approval of the Shareholders by way of a special resolution at the EGM, Homan be removed as auditors of the Company with immediate effect. The Board originally proposed to appoint Messrs. Grant Thornton as new auditors of the Company to fill the vacancy following the removal of Homan. However, Messrs. Grant Thornton recently informed the Board that they still have not completed their client acceptance procedures in respect of the proposed appointment as auditors of the Company. In order to ensure that the audit of the Company’s annual results for the financial year ended 31 March 2007 will be performed and completed on a timely manner, the Board proposes to appoint Lo and Kwong in place of Messrs. Grant Thornton as the new auditors of the Company to fill the vacancy

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LETTER FROM THE BOARD

following the proposed removal of Homan and to hold office until the conclusion of the next annual general meeting of the Company. Lo and Kwong have provided a preliminary engagement letter to the Company confirming their acceptance as the auditors of the Company subject to the approval of the Shareholders.

Despite repeated requests from the Company, Homan still have not provided a confirmation letter to the Company confirming whether or not there are any matters that need to be brought to the attention of the Shareholders. If Homan would like to bring any matter to the attention of the Shareholders before or during the EGM, the Company will make an announcement accordingly.

The Board confirmed that save as disclosed above, there were no other circumstances in respect of the change of auditors that the Board considers should be brought to the attention of the Shareholders.

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM is set out on pages 12 to 14 of this circular and a form of proxy for use at the EGM is enclosed herein.

Whether or not you intend to attend the EGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar, 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 of association of the Company, 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 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

• (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

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LETTER FROM THE BOARD

• (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 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

The Directors consider that the adoption of the Share Award Scheme, the Change of Company Name, the amendments to the memorandum and articles of association of the Company, the removal of Homan as auditors of the Company and the appointment of Lo and Kwong as auditors of the Company are in the best interests of the Company and Shareholders and accordingly recommend you to vote in favour of the resolutions 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.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at 19th Floor, Club Lusitano, 16 Ice House Street, Central, Hong Kong during normal business hours from the date of this circular to 11 May 2007.

• (i) the Share Award Scheme; and

• (ii) the Scheme Agreement.

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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 Capital Group Limited Chui Bing Sun Chairman

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APPENDIX SUMMARY OF PRINCIPAL RULES OF SHARE AWARD SCHEME

The following is a summary of the principal rules of the Share Award Scheme proposed to be adopted at the EGM.

Administration

The Share Award Scheme shall be subject to the administration of the Committee in accordance with the provisions of the Share Award Scheme and the Scheme Agreement. The Committee has the absolute discretion (having regards to, inter alia, a Participant’s seniority, performance and work ethics and/or contribution to the Group (where applicable)) to select any Participant to participate in the Share Award Scheme. However, no Participant shall be entitled to participate in the Share Award Scheme and there shall be excluded from the term Selected Participant any Participant who is resident in a place where the setting aside of sums of money and/or Shares and/or the subscription of Shares pursuant to the terms of the Share Award Scheme is not legally permitted or where in the view of the Committee compliance with the applicable laws and regulations in such place make it necessary or expedient to exclude such Participant. Any Director or member of the Committee who himself or herself is interested in a proposed award under the Share Award Scheme will be required to abstain from voting on any resolution by which the award is proposed. The Committee shall not exercise any voting rights in respect of any Shares held by it pursuant to the Share Award Scheme.

Determination of the value of the award

Pursuant to the rules of the Share Award Scheme, the Committee has the absolute discretion to determine at any time a notional number of Shares (the “ Awarded Shares ”) which shall constitute a bonus referable to each Selected Participant pursuant to the Share Award Scheme. The value of the Awarded Shares will be determined by the Committee having regard to the last 7 days’ trading average of Shares on GEM before the date on which the award is approved by the Committee. The Awarded Shares (either in the form of new Shares, existing Shares, cash in lieu of Shares or a combination of both cash and Shares as determined by the Committee in its absolute discretion) will be transferred to the Selected Participant from the Committee’s resources of Shares and/or cash held after satisfaction of the vesting criteria on the relevant vesting date(s) subject to the listing of, and permission to deal in, the Awarded Shares having been obtained from the GEM Listing Committee of the Stock Exchange in the case of the Awarded Shares comprises new Shares.

The Company may pay the equivalent cash amount of the Awarded Shares, valued as at the date of the granting of the award, to the Committee for purchase and/or subscription of the Shares. The Committee may in its absolute discretion upon Selected Participant satisfying the vesting criteria to either (i) transfer a cash amount equivalent to the value of the Awarded Shares or (ii) transfer a combination of Shares and cash (equivalent to the value of a part of the Awarded Shares in lieu of the Awarded Shares) to the Selected Participant. The Company will follow the Hong Kong Accounting Standards by including the award as staff costs or consultancy fees (as the case may be) in the accounts of the Company.

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APPENDIX SUMMARY OF PRINCIPAL RULES OF SHARE AWARD SCHEME

Matters considered by the Committee

In determining the form or number of Awarded Shares to be awarded to a Selected Participant, the Committee may take into consideration matters including (without limitation), the general financial condition (such as net profit, interim results, annual results, cash on hand) of the Group, the Group’s overall business objectives (such as expansion plans) and future development plan, the costs and expenses associated with the purchase and/or subscription of Shares and performance of the Selected Participant.

Vesting criteria of the Share Award Scheme

Vesting of the Awarded Shares to the Selected Participants pursuant to the Share Award Scheme is conditional upon, inter alia, the following:

• (i) the vesting criteria as set out in the Share Award Scheme having been satisfied and such further conditions as the Committee at its discretion may have stipulated and which have been communicated to the Selected Participant in writing on or before the date on which the Selected Participant is notified of the award; and

• (ii) that the Selected Participant remains at all times after and on the vesting date (or, as the case may be, on each relevant vesting date) an Employee or Consultant. For the avoidance of doubt, in the event that an Employee or Consultant ceases to be an eligible Participant by reason of redundancy, severance or unfair dismissal or because he has tendered his resignation, then such person will (subject to rules of the Share Award Scheme) be deemed to have ceased to be a Participant for the purposes of the Share Award Scheme and the condition referred to in this paragraph (ii) shall fail to have been satisfied.

Notwithstanding any other provision of the Share Award Scheme (but subject to any applicable laws), the Committee shall be at liberty to waive any conditions referred to in the Share Award Scheme other than that in relation to the maximum number of Shares administered thereunder.

Scheme Limit

The maximum number of Shares administered under the Share Award Scheme (including those Awarded Shares granted or to be granted) will not exceed 20% of the issued share capital of the Company from time to time and there is no limit to the amount of award grant in a particular financial year.

Duration

The term of the Share Award Scheme is valid for 10 years commencing from the Adoption Date save and except for any early termination contemplated in the Share Award Scheme.

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APPENDIX SUMMARY OF PRINCIPAL RULES OF SHARE AWARD SCHEME

Miscellaneous

The Awarded Shares (if comprising new Shares) shall be allotted and issued by the Board using the general mandate granted to them by the Shareholders unless a separate Shareholders’ approval is obtained in general meeting.

In respect of the Share Award Scheme, the Company shall disclose in its annual report (i) the aggregate number of Awarded Shares; (ii) the aggregate amount of cash utilised by the Company for the Share Award Scheme; and (iii) whether the Awarded Shares were purchased or subscribed and the basis of such determination.

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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 an extraordinary general meeting of Galileo Capital Group 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, 18 May 2007 to consider and, if thought fit, to pass with or without amendments the following resolutions:

Special Resolutions

1. “ THAT Messrs. Homan CPA Limited (“ Homan ”) be removed as auditors of the Company with immediate effect.”

2. “ THAT the Company’s English name be and is hereby changed to “Galileo Holdings Limited” and its Chinese name be and is hereby changed to “ ” and that such new name of the Company be registered with the Registrar of Companies in the Cayman Islands under the Companies Law (Chapter 22 of the Laws of the Cayman Islands) and the Registrar of Companies in Hong Kong under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and THAT directors of the Company be and are hereby authorized to do all such acts and things and execute such documents as they may, in their absolute discretion, deem fit, to effect and implement the change of name of the Company.”

3. “ THAT , subject to the passing of the Special Resolution No. 2 above,

4. (i) the memorandum of association of the Company be and is hereby amended by deleting paragraph 1 in its entirety and substituting therewith the following paragraph:

   • “The name of the Company is Galileo Holdings Limited ”;

5. (ii) the articles of association of the Company be and are hereby amended by amending the definition of “Company” in Article 1(A) to read:

   • “the Company” or “this Company” shall mean Galileo Holdings Limited incorporated in the Cayman Islands on 11 July 2000.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Ordinary Resolutions

1. “ THAT the rules of the share award scheme (the “Share Award Scheme”) of the Company (a copy of which has been produced and marked “A” and signed by the chairman of the meeting for identification purpose) and the agreement (the “Scheme Agreement”) to be entered into between the Company and the Committee (as defined below) in relation to the administration of the Share Award Scheme (a copy of which has been produced and marked “B” and signed by the chairman of the meeting for identification purpose) be and are hereby approved and adopted and that the directors of the Company be and are hereby authorized to execute the Scheme Agreement and any other documents and instruments as may be necessary or incidental to the Share Award Scheme and to do all such acts and things as they consider necessary or expedient or desirable in connection with the implementation of the Share Award Scheme.”

For the purpose of this resolution, “Committee” means the board of directors of the Company or any compensation committee or sub-committee thereof (comprising in majority non-executive directors and/or independent non-executive directors of the Company) delegated with the authority to administer the Share Award Scheme.

1. “ THAT , subject to the passing of the Special Resolution No. 1 above, Messrs. Lo and Kwong C.P.A.Company Limited be appointed as auditors of the Company to fill the casual vacancy created by the removal of Homan and to hold office until the close of the next annual general meeting of the Company, and that the board of directors of the Company be authorized to fix the auditors’ remuneration.”

By Order of the Board Galileo Capital Group Limited Chui Bing Sun Chairman

Hong Kong, 23 April 2007

Registered office: Principal place of business in Hong Kong: Cricket Square 19th Floor, Club Lusitano Hutchins Drive 16 Ice House Street P. O. Box 2681 Central, Hong Kong Grand Cayman KY1-1111 Cayman Islands

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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, 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.

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