Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2008

Apr 9, 2008

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

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Galileo Holdings Limited ���������

(Proposed to be renamed as Sun International Group Limited 太陽國際集團有限公司 )

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8029)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the shareholders of Galileo Holdings Limited (the “ Company ”) will be held at 19th Floor, The Pemberton, 22-26 Bonham Strand, Sheung Wan, Hong Kong on Monday, 5 May 2008 at 4:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) the formal acquisition agreement dated 26 November 2007 (the “ Formal Acquisition Agreement ”) and the supplemental agreement (the “ Supplemental Agreement ”) dated 10 December 2007, both were entered into between (i) Mr. Yeung Yak Kan (the “ Vendor ”) as vendor and (ii) Galileo Capital Group (BVI) Limited (the “ Purchaser ”) as purchaser in relation to the acquisition of the entire issued share capital of Superb Kings Limited, a copy of the Formal Acquisition Agreement and a copy of the Supplemental Agreement have been produced to this meeting marked “A” and “B” respectively (both were signed by the Chairman of the meeting for the purpose of identification), and the transactions contemplated by the Formal Acquisition Agreement and the Supplemental Agreement be and are hereby approved, confirmed and ratified; and

3. (b) the directors of the Company be and are hereby authorised to do all other acts and things and execute all documents which they consider necessary or expedient for the implementation of and giving effect to the Formal Acquisition Agreement, the Supplemental Agreement and the transactions contemplated thereunder.”

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1. “ THAT , to the extent not already exercised, the mandate to allot and issue shares of the Company given to the directors (the “ Directors ”) of the Company at the general meeting of the Company held on 28 September 2007 be and is hereby replaced by the mandate THAT:

2. (a) subject to paragraph (c) below, pursuant to the Rules (the “ GEM Listing Rules ”) Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares of HK$0.02 each (the “ Shares ”) in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise 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;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association (the “ Articles ”) of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

   • (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

   • (ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of such resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the date of 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, the Companies Law (Law 3 of 1961, as consolidated or revised) of the Cayman Islands or any other applicable law of the Cayman Islands to be held; or

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• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT conditional upon the passing of resolution no. 2 above, the mandate granted to the Directors at the meeting of the Company held on 28 September 2007 to extend the general mandate to allot and issue Shares to Shares repurchased by the Company be and is hereby replaced by the mandate THAT the Directors be and hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 2 above in respect of the share capital of the Company referred to in sub-paragraph (ii) of paragraph (c) of such resolution.”

SPECIAL RESOLUTION

1. “ THAT the name of the Company be and is hereby changed from “Galileo Holdings Limited 嘉利福控股有限公司” to “Sun International Group Limited 太陽國際集團有限公司” and the directors of the Company be and are hereby authorized generally to do such acts and things and execute all documents or make such arrangements as they may deem necessary, desirable or expedient to effect the change of name of the Company.”

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

Hong Kong, 10 April 2008 Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive 21st Floor P.O. Box 2681 The Pemberton Grand Cayman KY1-1111 22-26 Bonham Strand Cayman Islands Sheung Wan Hong Kong

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Notes:

1. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the memorandum and articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.

3. In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

4. The memorandum and articles of association of the Company are written in English. There is no official Chinese translation in respect thereof. Should there be any discrepancy, the English version shall prevail.

5. Pursuant to the GEM Listing Rules, the voting on resolution no. 2 at the EGM will be conducted by way of poll.

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Chui Bing Sun, Mr. Chau Cheok Wa and Mr. Lee Chi Shing, Caesar and three independent non-executive Directors, namely Mr. Siu Hi Lam, Alick, Mr. Kwok Kwan Hung and Mr. Chien Hoe Yong.

This announcement, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this announcement is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this announcement misleading; and (iii) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication.

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