Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2024

Nov 11, 2024

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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Imperium Financial Group Limited 帝國金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8029)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Imperium Financial Group Limited (the “ Company ”) will be held on Wednesday, 27 November 2024 at 4:00 p.m. at Room 03, 26/F, One Harbour Square, No. 181 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon, the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below), and the compliance with the relevant procedures and requirements under the applicable laws of the Cayman Islands and the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “ GEM Listing Rules ”) to effect the Share Consolidation, with effect from the second business day immediately following the date of passing of this resolution:

• (a) every ten (10) issued and unissued ordinary shares with a par value of HK$0.04 each (each an “ Existing Share ”) in the share capital of the Company be consolidated into one (1) ordinary share with a par value of HK$0.40 (each a “ Consolidated Share ”) and such Consolidated Share shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company (the “ Share Consolidation ”) so that following the Share Consolidation, the authorised share capital of the Company will be changed from HK$1,600,000,000 divided into 40,000,000,000 Existing Shares with a par value of HK$0.04 each to HK$1,600,000,000 divided into 4,000,000,000 Consolidated Shares with a par value of HK$0.40 each;

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• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors (the “ Directors ”) of the Company may think fit; and

• (c) the Directors be and are hereby authorised to do all such acts, deeds and things and to effect all necessary actions as they may consider necessary or desirable in order to effect, implement and complete any and all of the foregoing.”

By order of the Board Imperium Financial Group Limited Cheng Ting Kong Chairman

Hong Kong, 11 November 2024

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

Principal place of business in Hong Kong: Room 03, 26/F One Harbour Square No. 181 Hoi Bun Road Kwun Tong Hong Kong

Notes:

1. A member entitled to attend and vote at the EGM, is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the relevant joint holding.

3. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for the holding of the EGM (i.e. 4:00 p.m. on Monday, 25 November 2024) or adjourned meeting (as the case may be), and in default thereof the form of proxy shall not be treated as valid.

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1. For the purpose of determining shareholders’ entitlements to attend and vote at the EGM, the transfer books and the register of members of the Company will be closed on from Friday, 22 November to Wednesday, 27 November 2024 (both days inclusive), during which period no transfer of shares will be effected. In order to establish the right to attend and vote at the EGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Thursday, 21 November 2024.

2. As at the date of this notice, the board of Directors consists of five Directors, namely Mr. Cheng Ting Kong, Ms. Cheng Mei Ching and Mr. Chim Tak Lai as executive Directors; and Mr. Chan Tin Lup, Trevor and Mr. Tou Kin Chuen as independent non-executive Directors.

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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement 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 announcement misleading.

This announcement will remain on the Stock Exchange website at http://www.hkexnews.hk “Latest Listed Company Information” for at least 7 days from the date of posting and on the designated website of the Company at www.8029.hk.

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