Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2024

Oct 30, 2024

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

CHINA NATIONAL CULTURE GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability) (Stock code: 745)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘ EGM ’’) of China National Culture Group Limited (the ‘‘ Company ’’) will be held at Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong at 11:00 a.m. on Monday, 18 November 2024 to consider and, if thought fit, pass with or without amendments (as applicable), the following resolutions. Unless otherwise stated, the capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 31 October 2024 (a copy of which has been produced to the EGM marked ‘‘ A ’’ and signed by the chairman of the EGM for the purpose of identification) (the ‘‘ Circular ’’), of which the notice convening the EGM shall form part.

SPECIAL RESOLUTION

1. ‘‘ RESOLVED THAT , subject to and conditional upon (i) an order being made by the Grand Court of the Cayman Islands confirming the Capital Reduction; (ii) compliance with any condition which the Grand Court may impose in relation to the Capital Reduction; (iii) registration by the Registrar of Companies of the Cayman Islands of a copy of the order of the Grand Court confirming the Capital Reduction and the minute approved by the Grand Court containing the particulars required under the Companies Act in respect of the Capital Reduction; and (iv) the Listing Committee of the Stock Exchange granting approval for the listing of, and the permission to deal in, the Adjusted Shares and the Adjusted Preference Shares, with effect from the date on which these conditions are fulfilled (the ‘‘ Effective Date ’’):

   • (a) the issued share capital of the Company be reduced by cancelling the paid-up share capital of the Company to the extent of HK$0.39 on each of the issued Existing Shares such that the par value of each issued Existing Share will be reduced from HK$0.40 to HK$0.01;

   • (b) the credit arising from the Capital Reduction will be applied towards offsetting against the accumulated loss of the Company as at the effective date of the Capital Reduction, thereby reducing the accumulated loss of the Company;

   • (c) immediately following the Capital Reduction becoming effective, each of the authorised but unissued Existing Shares of par value of HK$0.40 each and the authorised but unissued Preference Shares of par value of HK$1.40 each in the authorised share capital of the Company will be subdivided into forty (40) authorised but unissued Adjusted Shares of par value of HK$0.01 each and forty (40) authorised but unissued Adjusted Preference Shares of par value of HK$0.035 each, respectively.

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ORDINARY RESOLUTION

1. ‘‘ RESOLVED THAT subject to the passing of resolution number 1 above and the fulfilment of all conditions as set out in the paragraph headed ‘‘Letter from the Board – Proposed Rights Issue – Conditions of the Rights Issue’’ in the Circular:

   • (a) the issue of up to 156,244,304 Rights Shares (assuming full subscription under the Rights Issue and there is no change in the total number of issued Shares up to and including the Record Date other than as a result of the Capital Reorganisation) pursuant to an offer by way of rights to the Shareholders of the Company at the Subscription Price of HK$0.10 per Rights Share on the basis of two (2) Rights Shares for every one (1) Adjusted Share held by the Qualifying Shareholders as at the Record Date, save for the Non-Qualifying Shareholders, and on and subject to such terms and conditions as may be determined by the Directors, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

   • (b) the placing agreement dated 2 October 2024 entered into between the Company and Suncorp Securities Limited (a copy of which has been produced to the EGM marked ‘‘B’’ and signed by the chairman of the EGM for the purpose of identification), in relation to the placing of the Rights Shares not subscribed by the Qualifying Shareholders and/or the Rights Share(s) which would otherwise has/have been provisionally allotted to the Non-Qualifying Shareholder(s) in nil-paid form that has/ have not been sold by the Company at the placing price of not less than the Subscription Price on a best effort basis, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   • (c) the Board of Directors or a committee thereof be and is hereby authorised to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue notwithstanding that the Rights Shares may be offered, allotted or issued otherwise than pro rata to the Qualifying Shareholders and, in particular, any Directors be and is hereby authorised to make such exclusions or other arrangements in relation to any NonQualifying Shareholders, and to do all such acts and things or make such arrangements as he/she considers necessary, desirable or expedient having regard any restrictions under the Memorandum and Articles of the Company or the laws of, or the rules and regulations of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong to give effect to any or all other transactions contemplated in this resolution; and

   • (d) any one or more Directors be and is/are hereby authorised to do all such acts and things and execute and deliver all such documents, which are ancillary to the Rights Issue and the Placing Agreement, on behalf of the Company, including under common seal where applicable, as they may consider necessary, desirable or expedient to implement or give effect to any matters in connection with the Rights Issue, the Placing Agreement, and the transactions contemplated thereunder.’’

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1. ‘‘ RESOLVED THAT to appoint Infinity CPA Limited as the auditor of the Company with effect from the date on which this resolution is adopted until the conclusion of the next annual general meeting of the Company and to authorise the board of directors of the Company to fix its remuneration.’’

By order of the Board of China National Culture Group Limited SUN Wei

Executive Director

Hong Kong, 31 October 2024 Registered office: Head office and principal Cricket Square place of business: Hutchins Drive Unit A, 29/F P.O. Box 2681 United Centre Grand Cayman, KY1-1111 95 Queensway Cayman Islands Admiralty, Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or, if he is the holder of two or more shares (‘‘ Shares ’’) of the Company, more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were 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 in the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or person authorised, and must be deposited with the Hong Kong branch share registrar and transfer office (‘‘ Registrar ’’) of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the EGM or any adjournment thereof.

4. For the purpose of determining members who are qualified for attending and voting at the EGM, the register of members of the Company will be closed from Tuesday, 12 November 2024 to Monday, 18 November 2024, both days inclusive, during which no transfer of Shares will be effected. In order to qualify for attending and voting at the EGM, all transfers of Shares, accompanied by the relevant share certificates, must be lodged with the Registrar at the address stated in note 3 above not later than 4:30 p.m. on Monday, 11 November 2024 for registration.

5. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above EGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, voting on the proposed resolution set out in this notice will be taken by a poll.

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1. If a tropical cyclone warning signal No. 8 or above is hoisted or remains hoisted, or a black rainstorm warning signal or ‘‘extreme conditions’’ caused by super typhoons is in force in Hong Kong at any time after 9:00 a.m. on Monday, 18 November 2024, the EGM will be proposed to be adjourned to a date to be determined. The Company will make a separate announcement on this.

2. All times and dates specified herein refer to Hong Kong local times and dates.

As at the date hereof, the Board of Directors comprises Ms. SUN Wei and Ms. MAN Qiaozhen as Executive Directors, and Mr. LIU Kwong Sang, Ms. WANG Miaojun and Ms. WANG Yujie as Independent Non-Executive Directors.

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