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Imperium Financial Group Limited Proxy Solicitation & Information Statement 2009

Jun 21, 2009

51224_rns_2009-06-21_84a68e42-ba9b-473f-acf7-0a94c82e6d80.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Sun International Group Limited

(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 Sun International Group Limited (the “ Company ”) will be held at 22nd Floor, The Pemberton, 22-26 Bonham Strand, Sheung Wan, Hong Kong on Friday, 10 July 2009 at 4:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

That :

  • (a) the subscription agreement dated 8 October 2008 (the “ Subscription Agreement ”) and the supplemental agreements (the “ Supplemental Agreements ”) in relation thereto dated 23 October 2008 and 4 June 2009, all of which were entered into between (i) Gold Track Mining and Resources Limited (the “ Issuer ”) as issuer and (ii) Galileo Capital Group (BVI) Limited (the “ Subscriber ”) as subscriber in relation to the subscription of 11,749 new shares of the Issuer, representing approximately 54% of the entire enlarged issued share capital of the Issuer, a copy of the Subscription Agreement and a copy of each of the Supplemental Agreements have been produced to this meeting marked “A”, “B” and “C” respectively (all were signed by the Chairman of the meeting for the purpose of identification), and the transactions contemplated by the Subscription Agreement and the Supplemental Agreements be and are hereby approved, confirmed and ratified; and

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  • (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 Subscription Agreement, the Supplemental Agreements and the transactions contemplated thereunder.”

By order of the Board Sun International Group Limited Chau Cheok Wa Chairman

Hong Kong, 22 June 2009

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

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 Articles, 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. A form of proxy for use at the EGM is enclosed. 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 resolutions at the EGM will be conducted by way of poll.

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As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. Chau Cheok Wa, Mr. Tang Hon Kwong, Ms. Cheng Mei Ching and Mr. Lee Chi Shing, Caesar and three independent non-executive Directors, namely, Mr. Fung Kwok Ki, Mr. Poon Lai Yin, Michael and Mr. Ng Tat Fai.

This announcement, for which the Directors 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 Group. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) 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 pages of “Latest Company Announcements” on the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting.

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