Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2015

Jul 6, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sun International Resources Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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 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.

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太陽國際資源有限公司 SUN INTERNATIONAL RESOURCES LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8029)

PROPOSED SHARE SUBDIVISION; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting (the “ EGM ”) of the Company to be held at Unit 2416–2418, 24th Floor, China Merchants Tower, Shun Tak Centre, 168–200 Connaught Road Central, Hong Kong on Friday, 24 July 2015 at 11:00 a.m. is set out on pages 9 to 10 of this circular. A form of proxy for use at the EGM is also enclosed with 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 at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less 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.

This circular 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 posting.

6 July 2015

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. 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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENT

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

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

• “Board” the board of Directors “Business Day” a day on which the Stock Exchange is open for transaction of business

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “Company” Sun International Resources Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on GEM

• “Director(s)” director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held on Friday, 24 July 2015 to consider and, if appropriate, approve the Share Subdivision and the matters contemplated thereunder

• “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 “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 3 July 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Committee” the listing sub-committee of the Stock Exchange

• “Registrar” Tricor Tengis Limited, the Company’s Hong Kong branch registrar and transfer office

• “Share(s)” existing ordinary share(s) of HK$0.08 each in the share capital of the Company

“Shareholder(s)” holder(s) of Share(s) or Subdivided Share(s) (as the case may be)

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DEFINITIONS

“Share Option(s)” share option(s) granted or to be granted under the Share Option Scheme entitling the holders thereof to subscribe for Share(s) or Subdivided Share(s) (as the case may be) “Share Option Scheme” the share option scheme of the Company adopted on 5 December 2006 “Share Subdivision” the subdivision of every existing share (both issued and unissued) of par value of HK$0.08 into 2 new shares of par value of HK$0.04 each as referred to in the paragraph headed “Proposed Share Subdivision” in this circular “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subdivided Share(s)” new ordinary share(s) of HK$0.04 each in the share capital of the Company following the Share Subdivision “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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EXPECTED TIMETABLE

The expected timetable for the implementation of the proposed Share Subdivision are set out below:

	2015
Latest date and time for lodging the form of
proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11:00 a.m. on Wednesday, 22 July
Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Friday, 24 July
Announcement of poll results of the EGM. . . . . . . . . . . . . .	. . . . . . . . . . . . . . Friday, 24 July
Effective date of the Share Subdivision . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . Monday, 27 July
First day of free exchange of existing share certificates for
new share certificates for Subdivided Shares . . . . . . . . . .	. . . . . . . . . . . . . Monday, 27 July
Dealings in Subdivided Shares commence . . . . . . . . . . . . . .	. . . 9:00 a.m. on Monday, 27 July
Original counter for trading in existing shares in board lots of
5,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . .	. . . 9:00 a.m. on Monday, 27 July
Temporary counter for trading in Subdivided Shares in board
Lot size of 10,000 Subdivided Shares
(in the form of existing share certificates) opens . . . . . . . .	. . . 9:00 a.m. on Monday, 27 July
Original counter for trading in Subdivided Shares in board
lots of 5,000 Subdivided Shares
(in the form of new share certificates) reopens . . . . . . . . . . 9:00 a.m. on Monday, 10 August
Parallel trading in existing shares and Subdivided Shares
(in the form of existing share certificates and
new share certificates) commences . . . . . . . . . . . . . . . . . .	. 9:00 a.m. on Monday, 10 August
Temporary counter for trading in board lots of 10,000
Subdivided Shares (in form of existing
share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . .	. . 4:00 p.m. on Friday, 28 August
Parallel trading in existing shares and Subdivided Shares
(in form of existing share certificates and new share
certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . 4:00 p.m. on Friday, 28 August
Free exchange of existing share certificates for the Shares for
new share certificates for the Subdivided Shares ends . . . .	. . . . . . . . . Tuesday, 1 September
Note: All times refer to Hong Kong local times and dates in this circular.

Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any subsequent changes to the expected timetable above will be published or notified to the Shareholders as and when appropriate.

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LETTER FROM THE BOARD

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太陽國際資源有限公司 SUN INTERNATIONAL RESOURCES LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8029)

Executive Directors: Mr. Cheng Ting Kong (Chairman) Ms. Cheng Mei Ching Mr. Lee Chi Shing, Caesar Mr. Lui Man Wah

Registered office: Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors: Head office and principal place of Mr. Chan Tin Lup, Trevor business in Hong Kong: Mr. Tou Kin Chuen Units 2416–2418, 24/F. Mr. Wang Zhigang China Merchants Tower Shun Tak Centre 168–200 Connaught Road Central Hong Kong 6 July 2015

To the Shareholders

Dear Sir or Madam.

PROPOSED SHARE SUBDIVISION; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 26 June 2015.

The purpose of this circular is to provide you with, among other things, information relating to the Share Subdivision and the notice of EGM.

PROPOSED SHARE SUBDIVISION

As at the Latest Practicable Date, the authorised share capital of the Company is HK$1,600,000,000 divided into 20,000,000,000 Shares of HK$0.08 each, of which 695,700,000 Shares have been issued and are fully paid or credited as fully paid. Save as the Share Option Scheme, the Company has not adopted any other share option scheme as at the Latest Practicable

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LETTER FROM THE BOARD

Date. As at the Latest Practicable Date, 173,507,869 Share Options granted under the Share Option Scheme were outstanding. Save as the Share Option Scheme, the Company does not have any options outstanding under any share option scheme of the Company or any other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares as at the Latest Practicable Date.

The Board proposes to subdivide each existing issued and unissued Share of HK$0.08 into 2 Subdivided Shares of HK$0.04 each. Upon the Share Subdivision becoming effective, the authorised share capital of the Company will be HK$1,600,000,000 divided into 40,000,000,000 Subdivided Shares, of which 1,391,400,000 Subdivided Shares will be in issue and fully paid or credited as fully paid, assuming that no further Shares will be issued or repurchased after the Latest Practicable Date and prior to the Share Subdivision becoming effective.

The Subdivided Shares will rank pari passu in all respects with each other in all respects and the Share Subdivision will not result in any change in the relative rights of the Shareholders. An application will be made to the Stock Exchange for listing of, and permission to deal in, the Subdivided Shares arising from the Share Subdivision and any new Subdivided Shares which may fall to be issued pursuant to the exercise of the Share Options granted under the Share Option Scheme.

As at the Latest Practicable Date, 173,507,869 Share Options granted under the Share Option Scheme were outstanding. Under the relevant terms and conditions thereof, the Share Subdivision may lead to adjustments to the exercise price and/or the number of Shares falling to be issued upon the exercise of the Share Options pursuant to the terms thereof. The Company will inform the holders of the Share Options of such adjustments, as and when appropriate. The Company shall appoint an independent financial advisor or auditor for the purpose of providing a specific opinion or calculation or determination of such adjustments.

Save for the Share Options, the Company does not have any options outstanding under any share option scheme of the Company or any other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares as at the date of this circular.

Conditions of the Share Subdivision

The Share Subdivision is conditional on:

• (a) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Subdivision; and

• (b) the Listing Committee granting the listing of, and permission to deal in, the Subdivided Shares and any new Subdivided Shares which may fall to be issued pursuant to the exercise of the Share Options granted under the Share Option Scheme.

The Share Subdivision will become effective on the next Business Day after the conditions of the Share Subdivision above are fulfilled.

The Shares are currently traded in board lots of 5,000 Shares. Upon the Share Subdivision becoming effective, the board lot size for trading on the Stock Exchange will remain unchanged

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LETTER FROM THE BOARD

with 5,000 Subdivided Shares for each board lot. The Share Subdivision will not be expected to result in any odd lots other than those that already exist.

LISTING AND DEALING

An application will be made to the Stock Exchange for the listing of and permission to deal in the Subdivided Shares arising from the Share Subdivision and any new Subdivided Shares which may fall to be issued pursuant to the exercise of the Share Options granted under the Share Option Scheme. Subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by the HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

No part of the equity or debt securities of the Company is listed or dealt in on any other stock exchanges other than the Stock Exchange and no such listing permission to deal in is being or is currently proposed to be sought from any other stock exchange.

REASONS FOR THE PROPOSED SHARE SUBDIVISION

The proposed Share Subdivision will decrease the nominal value and increase the total number of shares of the Company in issue. The Board believes that the Share Subdivision will decrease the trading spread as well as the volatility of the trading price of the Shares.

The Board is of the view that the increase in the number of Shares of the Company as a result of the Share Subdivision will improve the liquidity in trading of the Subdivided Shares, thereby enabling the Company to attract more investors and broaden its Shareholders’ base. Hence, the Board believes that the implementation of the Share Subdivision is in the interests of the Company and its Shareholders as a whole.

Save for the expenses to be incurred (including printing charges and professional fees) by the Company in relation to the Share Subdivision, the implementation of the Share Subdivision will not, by itself, affect the underlying assets, business operations, management or financial position of the Company or the proportionate interest of Shareholders.

FREE EXCHANGE OF SHARE CERTIFICATES

Upon the Share Subdivision becoming effective, the Shareholders can submit their existing share certificate for the Shares to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in exchange for new share certificates for the Subdivided Shares free of charge between 9:00 a.m. and 4:30 p.m. from Monday, 27 July 2015 to Tuesday, 1 September 2015 (both days inclusive). After the expiry of such period, existing certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each existing share certificate cancelled or new share certificate issued (whichever number of share certificates involved is higher).

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LETTER FROM THE BOARD

From Wednesday, 2 September 2015 onwards, existing certificates for the Shares will cease to be valid for trading and settlement purpose, but will continue to be good evidence of legal title to the Subdivided Shares on the basis of one (1) Share for two (2) Subdivided Shares.

It is expected that the new share certificates will be available for collection within a period of ten Business Days after the submission of the existing share certificates.

The new share certificates for the Subdivided Shares will be issued in green colour to distinguish from the existing share certificates for the Shares, which are in yellow colour.

TRADING ARRANGEMENT

Subject to the Share Subdivision being effective, dealings in the Subdivided Shares are expected to commence on Monday, 27 July 2015. Parallel trading in the Shares and Subdivided Shares (in the form of existing share certificates and new share certificates) will be operated from Monday, 10 August 2015 to Friday, 28 August 2015 (both days inclusive). Full details of the expected timetable and trading arrangement of the Subdivided Shares are set out on page 3 of this circular.

EGM

Set out on pages 9 to 10 of this circular is a notice convening the EGM to be held at Unit 2416–2418, 24th Floor, China Merchants Tower, Shun Tak Centre, 168–200 Connaught Road Central, Hong Kong at 11:00 a.m. on Friday, 24 July 2015.

The ordinary resolution proposed to be approved at the EGM will be taken by poll. As no Shareholder has a material interest in the Share Subdivision which is different from that of the other Shareholder, no Shareholder is required to abstain from voting at the EGM to approve the Share Subdivision.

A form of proxy for use at the EGM is enclosed with 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 at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less 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.

RECOMMENDATION

The Directors consider that the Share Subdivision is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution at the EGM to approve the Share Subdivision.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the

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LETTER FROM THE BOARD

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 Sun International Resources Limited Cheng Ting Kong Chairman

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NOTICE OF EGM

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太陽國際資源有限公司 SUN INTERNATIONAL RESOURCES LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8029)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Sun International Resources Limited (the “ Company ”) will be held at Unit 2416–2418, 24th Floor, China Merchants Tower, Shun Tak Centre, 168–200 Connaught Road Central, Hong Kong on Friday, 24 July 2015 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subdivided Shares (as defined below) and any new Subdivided Shares (as defined below) which may fall to be issued pursuant to the exercise of the share options granted under the share option scheme of the Company adopted on 5 December 2006, with effect from the business day immediately following the day on which this resolution is passed by the shareholders of the Company, each of the issued and unissued ordinary shares of HK$0.08 each in the share capital of the Company be sub-divided into 2 ordinary shares of HK$0.04 each (the “ Subdivided Shares ”), and that any director of the Company be and is hereby authorised to sign and execute such documents and do all such acts and things incidental to any of the foregoing as he/she considers necessary, desirable or expedient in connection with the implementation of or giving effect to any of the foregoing.”

By Order of the Board Sun International Resources Limited Cheng Ting Kong Chairman

Hong Kong, 6 July 2015

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NOTICE OF EGM

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:

Units 2416–2418, 24/F. China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central 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 vote on his/her/its 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 with the circular of the Company dated 6 July 2015. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. 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/she/it so wish.

• (3) In order 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 certified copy of such power or authority must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

• (4) In the case of joint holders of shares, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders 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.

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