Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2014

Feb 20, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

If you have sold or transferred all of your Shares in China Railsmedia Corporation Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

CHINA RAILSMEDIA CORPORATION LIMITED 中國鐵聯傳媒有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 745)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page have the same meaning as those defined in this circular.

A notice convening the EGM of the Company to be held at 10:00 a.m. on Wednesday, 19 March 2014 at Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong is set out on pages 5 to 6 this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you intend to attend and vote at the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, 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 adjourned meeting should you so wish.

21 February 2014

* For identification purpose only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2-4
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5-6

Accompanying Document – Form of Proxy

DEFINITIONS

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

• “Announcement”

• the announcement of the Company dated 5 February 2014 in relation to the Change of Company Name

• “Board” the board of Directors

• “Branch Registrar”

• the branch share registrar of the Company in Hong Kong Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong

• “Change of Company Name”

• the proposed change of name of the Company from “China Railsmedia Corporation Limited 中國鐵聯傳媒 有限公司*” to “China National Culture Group Limited 中國國家文化產業集團有限公司”

• “Company”

• China Railsmedia Corporation Limited, a company incorporated in the Cayman Islands with limited liability whose Ordinary Share are listed on the Stock Exchange

• “Director(s)” director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the proposed Change of Company name

• “Group” the Company and its subsidiaries

• “HK$” the lawful currency of Hong Kong

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Share(s)” ordinary shares of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” the holder(s) of Shares

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

CHINA RAILSMEDIA CORPORATION LIMITED 中國鐵聯傳媒有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 745)

Executive Directors: Mr. Tan Bondy Mr. Tsui Wing Tak

Independent Non-Executive Directors: Mr. Liu Kwong Sang Mr. Sit Hing Wah Dr. Wan Ho Yuen, Terence Ms. Wang Miaojun

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: Room 901, Silver Fortune Plaza 1 Wellington Street Central, Hong Kong

21 February 2014

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement in relation to the Change of Company Name. The purpose of this circular is to provide you with further information in respect of (i) the Change of Company Name; and (ii) EGM to be convened and held for the purpose of considering and, if thought fit, approving the resolution to implement the proposal of the Change of Company Name.

PROPOSED CHANGE OF COMPANY NAME

The Board of Directors of the Company proposes to change the name of the Company from “China Railsmedia Corporation Limited 中國鐵聯傳媒有限公司*” to “China National Culture Group Limited 中國國家文化產業集團有限公司”.

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Board believes that the Proposed Change of Company Name will provide the Company with a new corporate identity and to reflect the Company’s strategy to diversify

* For identification purpose only

– 2 –

LETTER FROM THE BOARD

its business which will benefit the Company’s future business development and is in the interest of the Company and its Shareholders as a whole.

CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to, among other things, (i) the passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the forthcoming EGM; and (ii) approval by the Registrar of Companies of the Cayman Islands.

The Company will carry out all necessary filing procedures with the Registrar of Companies of Cayman Islands to effect the Proposed Change of Company Name after it has been approved by the Shareholders at the EGM. The new name of the Company will take effect from the date on which the relevant certificate of change of name is issued by the Registrar of Companies of the Cayman Islands.

EFFECTS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not affect any rights of the holders of securities of the Company or the Company’s daily business operation and its financial position.

All existing share certificates in issue bearing the present name of the Company shall, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to such shares and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name of the Company. Once the Proposed Change of Company Name becomes effective, any issue of new Share certificates will be under the new name of the Company.

EGM

Since no Shareholder has a material interest in the proposed change of Company name, no Shareholder will be required to abstain from voting at the EGM.

A notice convening the EGM is set out on pages 5 to 6 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend and vote at the EGM in person, you are encouraged to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26/F, 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 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 and in such event the instrument appointing the proxy shall be deemed to be revoked.

– 3 –

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, the resolution proposed at the EGM will be voted by poll. No Shareholders are required to abstain from voting at the EGM. Further announcement on the results of the poll vote will be made by the Company after the EGM.

RECOMMENDATION

The Directors are of the opinion that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole and so recommend you to vote in favour of the resolution to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully

By Order of the Board China Railsmedia Corporation Limited Tan Bondy Director

– 4 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

CHINA RAILSMEDIA CORPORATION LIMITED 中國鐵聯傳媒有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 745)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of China Railsmedia Corporation Limited (the “Company”) will be held at Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong on Wednesday, 19 March 2014 at 10:00 a.m., for the purpose of considering and, if thought fit, passing the following resolution:

SPECIAL RESOLUTION

1. “ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the name of the Company be changed from “China Railsmedia Corporation Limited 中國鐵聯傳媒有限公 司*” to “China National Culture Group Limited 中國國家文化產業集團有限公 司”, and that any one of the directors of the Company (the “Directors”) be and is hereby authorised to attend to any necessary registration and/or filing for and on behalf of the Company and do all such acts and things and execute all such documents and make such arrangements as he/she may, in his/her absolute discretion, consider necessary or expedient in connection with the implementation of or to giving effect to the aforesaid and the transactions contemplated hereunder.”

Yours faithfully By Order of the Board China Railsmedia Corporation Limited Tan Bondy Director

As at the date of this notice, the Board comprises Mr. Tan Bondy and Mr. Tsui Wing Tak as Executive Directors and Mr. Liu Kwong Sang, Mr. Sit Hing Wah, Dr. Wan Ho Yuen, Terence and Ms. Wang Miaojun as Independent Non-Executive Directors.

Hong Kong, 21 February 2014

* For identification purpose only

– 5 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

2. In order to be valid, the proxy form completed in accordance with the instructions set out therein, together with the power of attorney or other authority, if any, under which it is signed (or a certified copy of that power or authority), must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the above meeting or any adjournment thereof.

3. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be under its seal or under the hand of an officer or attorney duly authorized.

4. In the case of joint holders, the vote of the sender who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority will be determined by the order in which the names stand in the register in respect of the joint holding.

5. The proxy need not be a member of the Company but must attend the EGM and at any adjournment thereof in person to represent you.

– 6 –