Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2008

Jul 11, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Wing Hong (Holdings) Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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(Stock code: 745)

PROPOSED CHANGE OF COMPANY NAME

A notice convening an EGM of the Company to be held at Room 901, 9th Floor, Hong Kong Scout Centre, Scout Path, Austin Road, Kowloon, Hong Kong on Friday, 29 August 2008 at 9:00 a.m. is set out on pages 6 to 7 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same to the Company’s share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

11 July 2008

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

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Reasons for the Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Conditions of the Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Effects of the Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

“Board”	the board of Directors
“Change of Company Name”	the proposed change of name of the Company from “Wing
	Hong (Holdings) Limited” to “China Railsmedia Corporation
	Limited” and the Chinese name, being “榮康（控股）有限公
	司” (which was adopted for identification purpose), would
	change to “中國鐵聯傳媒有限公司” accordingly
“Company”	Wing Hong (Holdings) Limited, a company incorporated in
	the Cayman Islands with limited liability, the shares of which
	are listed on the Main Board of the Stock Exchange
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“PRC”	The People’s Republic of China, excluding Hong Kong, the
	Macau SAR and Taiwan for the purpose of this circular
“SGM”	the special general meeting of the Company to be held for
	the purpose of considering and, if thought fit, approving the
	Change of Company Name
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the
	Company
“Shareholders”	holders of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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(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

11 July 2008

To the Shareholders and, for information only, holders of the convertible notes of the Company

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

On 30 June 2008, the Board announced the proposal for the Change of Company Name.

The purpose of this circular is to provide the Shareholders with (i) information on the Change of Company Name; and (ii) the notice of the SGM to be convened and held for the purpose of considering and, if thought fit, approving the necessary resolution to implement the proposal for the Change of Company Name.

* For identification purpose only

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the name of the Company from “Wing Hong (Holdings) Limited” to “China Railsmedia Corporation Limited”. The existing Chinese name, being “ 榮 康（控股）有限公司 ” (which was adopted for identification purpose), would change to “ 中國 鐵聯傳媒有限公司 ” accordingly.

REASONS FOR THE CHANGE OF COMPANY NAME

The Board considers that the proposed new name of the Company would symbolize a fresh start to the Company following the investment in 北京鐵聯通達廣告傳媒有限公司, a company incorporated in the PRC with limited liability which is engaged in media sales and management services for the multi-media business and the operation of media advertising spaces together with the provision of rail transit value-added services through LCD displays located at the ticketing offices of each station in the PRC. It reflects the Company’s desire to explore and capture a wider source of business opportunities of high growth and yield with a view to diversifying the businesses of, and optimizing the returns to, the Group.

CONDITIONS OF THE CHANGE OF COMPANY NAME

The proposed Change of Company Name is subject to:

• (a) the passing of a special resolution by the Shareholders to approve the Change of Company Name at the SGM; and

• (b) the approval for the Change of Company Name being granted by the Registrar of Companies in the Cayman Islands.

Subject to satisfaction of the conditions set out above, the proposed Change of Company Name will take effect from the date on which the certificate on change of name is issued by the Registrar of Companies in the Cayman Islands. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong. Further announcement will be made by the Company to inform the Shareholders of the effective date of the Change of Company Name.

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LETTER FROM THE BOARD

EFFECTS OF THE CHANGE OF COMPANY NAME

The proposed Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the Change of Company Name, continue to be evidence of legal title to the Shares and valid for trading, settlement and registration purposes. There will not be any arrangements for free exchange of the existing share certificates of the Company for new share certificates under the new name of the Company. However, only new share certificates of the Company will be issued under the new name of the Company after the Change of Company Name has become effective.

SGM

Set out on pages 6 and 7 of this circular is a notice convening the SGM to consider and, if thought fit, to approve the special resolution relating to the Change of Company Name.

There is a form of proxy for use at the SGM accompanying this circular. Whether or not you are able to attend and vote at the SGM, please complete the accompanying form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof if you so wish.

PROCEDURES FOR DEMANDING A POLL

Pursuant to article 66 of Articles of Associations of the Company, at any general meeting, a resolution put to 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 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 such 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

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LETTER FROM THE BOARD

• (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.

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

RECOMMENDATION

The Board considers that the Change of Company Name is in the interest of the Company and accordingly recommends all Shareholders to vote in favour of the special resolution at the SGM to approve the Change of Company Name.

MISCELLANEOUS

The English version of this circular shall prevail over its Chinese version in case of any inconsistency.

Yours faithfully, for and on behalf of

Wing Hong (Holdings) Limited Hui Chi Yung Chairman

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NOTICE OF SGM

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(Stock code: 745)

NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of Wing Hong (Holdings) Limited (the “Company”) will be held at Room 901, 9th Floor, Hong Kong Scout Centre, Scout Path, Austin Road, Kowloon, Hong Kong on Friday, 29 August 2008 at 9:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendment or modifications, the following resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the name of the Company be changed from “Wing Hong (Holdings) Limited” to “China Railsmedia Corporation Limited”. The existing Chinese name, being “ 榮康（控股） 有限公司 ” (which was adopted for identification purpose), would change to “ 中國鐵聯傳媒有 限公司 ” accordingly, and the directors of the Company be and are hereby authorized to do all such acts, and execute such deeds and things as they may, in their absolute discretion, deem fit in order to effect such change of name.”

By Order of the Board Wing Hong (Holdings) Limited HUI CHI YUNG Chairman

Hong Kong, 11 July 2008

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

* For identification purpose only

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NOTICE OF SGM

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 of this notice, the executive directors are Mr. Hui Chi Yung, Mr. Yiu Kai Yeuk, Raphael and Mr. Hui Kau Mo and the independent non-executive directors are Mr. Liu Kwong Sang, Mr. Sit Hing Wah and Dr. Hu Chung Kuen, David.

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