Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2024

Nov 11, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, 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 Imperium Financial Group Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 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.

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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)

(1) PROPOSED SHARE CONSOLIDATION; AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held at Room 03, 26/F, One Harbour Square, No. 181 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Wednesday, 27 November 2024 at 4:00 p.m. is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours (i.e. 4:00 p.m. on Monday, 25 November 2024) before the time appointed for holding the extraordinary general meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting thereof should you so desire.

11 November 2024

GEM CHARACTERISTICS

GEM has been positioned as a market designed to accommodate small and mid-sized 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.

Given that the companies listed on GEM are generally small and mid-sized companies, 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.

• i -

CONTENTS

	Page
Characteristics of GEM I
Definitions	1
Letter from the Board	5
Notice of EGM	EGM-1

• ii -

DEFINITIONS

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

“Board” the board of Directors “Business Day(s)” a day (other than a Saturday, Sunday and public holiday) on which licensed banks in Hong Kong are open for business throughout their normal business hours “CCASS” the Central Clearing and Settlement System established and operated by HKSCC “CCASS Operational Procedures” the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time “Company” Imperium Financial Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM operated by the Stock Exchange (stock code: 8029) “Consolidated Share(s)” ordinary share(s) of HK$0.40 each in the share capital of the Company after the Share Consolidation becoming effective “Controlling Shareholder” has the meaning as ascribed to it in the GEM Listing Rules “Directors” director(s) of the Company “Effective Date” the effective date of the Share Consolidation “EGM” the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Share Consolidation “Existing Share(s)” issued and unissued ordinary share(s) of HK$0.04 each in the existing share capital of the Company before the Share Consolidation becoming effective “GEM” GEM operated by the Stock Exchange “GEM Listing Committee” has the meaning as ascribed thereto under the GEM Listing Rules

• 1 -

DEFINITIONS

“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM of the Stock
	Exchange
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	7 November 2024, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Mr. Cheng”	Mr. Cheng Ting Kong, an executive Director and a Controlling
	Shareholder
“Promissory Note”	a 3% coupon promissory note due 31 January 2025 owned by Peak
	Stand Holdings Limited, the entire issued share capital of which is
	wholly-owned by Mr. Cheng
“Registrar”	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
“Share Consolidation”	the proposed consolidation of every ten (10) Existing Shares of
	HK$0.04 each into one (1) Consolidated Share of HK$0.40
“Share(s)”	the Existing Share(s), or as the context may require, the
	Consolidated Share(s)
“Shareholder(s)”	holder(s) of the Existing Share(s), or the Consolidated Share(s), as
	the case may be
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

• 2 -

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation is set out below. The expected timetable is subject to the results of the EGM and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

Event

2024 (Hong Kong time and date)

Latest date and time for lodging transfer documents in order to qualify for attending and voting at the EGM

4:30 p.m. on Thursday, 21 November 2024

Closure of the register of members for determining the entitlements to attend and vote at the EGM

Friday, 22 November to Wednesday, 27 November 2024 (both days inclusive)

Latest time for lodging forms of proxy for the EGM

4:00 p.m. on Monday, 25 November 2024

Date and time of the EGM 4:00 p.m. on Wednesday, 27 November 2024 Publication of the announcement of the poll results of the EGM Wednesday, 27 November 2024

• 3 -

EXPECTED TIMETABLE

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation as set out in this circular.

Effective date of the Share Consolidation

Friday, 29 November 2024

Dealing in the Consolidated Shares commences

First day of free exchange of existing share certificates for new share certificates for Consolidated Shares

9:00 a.m. on Friday, 29 November 2024 Friday, 29 November 2024

Original counter for trading in the Existing Shares in board lots of 5,000 Existing Shares (in the form of existing share certificates) temporarily closes

Temporary counter for trading in the Consolidated Shares in board lots of 500 Consolidated Shares (in the form of existing share certificates) opens

9:00 a.m. on Friday, 29 November 2024 9:00 a.m. on Friday, 29 November 2024

Original counter for trading in the Consolidated Shares in board lots of 5,000 Consolidated Shares (in the form of new share certificates for the Consolidation Shares) re-opens

9:00 a.m. on Friday, 13 December 2024

Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) commences

Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares

• Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares

Temporary counter for trading in the Consolidated Shares in board lots of 500 Consolidated Shares (in the form of existing share certificates) closes

Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidation Shares and existing share certificates) ends

9:00 a.m. on Friday, 13 December 2024 9:00 a.m. on Friday, 13 December 2024 4:00 p.m. on Tuesday, 7 January 2025 4:10 p.m. on Tuesday, 7 January 2025 4:10 p.m. on Tuesday, 7 January 2025

Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares

Thursday, 9 January 2025

• 4 -

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. CHENG Ting Kong (Chairman) Ms. CHENG Mei Ching Mr. CHIM Tak Lai

Independent non-executive Directors: Mr. CHAN Tin Lup, Trevor Mr. TOU Kin Chuen

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

11 November 2024

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION; AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 24 October 2024 in relation to, among other things, the Share Consolidation. The purpose of this circular is to provide you among other things, details of (i) the Share Consolidation; and (ii) the notice of the EGM to be convened.

• 5 -

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of HK$0.04 each will be consolidated into one (1) Consolidated Share of HK$0.40. The Share Consolidation is conditional upon, among other things, the approval of the Shareholders at the EGM.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$1,600,000,000 divided into 40,000,000,000 Existing Shares of par value of HK$0.04 each, of which 2,334,016,218 Existing Shares have been issued and are fully paid or credited as fully paid.

Assuming that no further Shares will be issued or repurchased from the Latest Practicable Date up to the effective date of the Share Consolidation, immediately after the Share Consolidation becoming effective, the authorised share capital of the Company will be HK$1,600,000,000 divided into 4,000,000,000 Consolidated Shares of par value of HK$0.40 each, of which 233,401,621 whole Consolidated Shares will be in issue and fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will have no effect on the consolidated net asset value of the Group, nor alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save that any fractional Consolidated Shares will not be allocated to Shareholders who may otherwise be entitled.

Conditions of the Share Consolidation

The implementation of the Share Consolidation is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Consolidation;

• (ii) the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and

• (iii) the compliance with all relevant procedures and requirements under the applicable laws of the Cayman Islands and the GEM Listing Rules to effect the Share Consolidation.

As at the Latest Practicable Date, none of the conditions above had been fulfilled.

• 6 -

LETTER FROM THE BOARD

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Friday, 29 November 2024, being the second Business Day after the date of EGM.

Listing Application

An application will be made by the Company to the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as 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 settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

NO CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lot size of 5,000 Existing Shares. Subject to and upon the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange will remain unchanged at 5,000 Consolidated Shares.

Based on the closing price of HK$0.073 per Existing Share (equivalent to HK$0.73 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the market value of each board lot of 5,000 Consolidated Shares, assuming the Share Consolidation had become effective, will be HK$3,650.

OTHER ARRANGEMENTS

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares arising from the Share Consolidation, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

• 7 -

LETTER FROM THE BOARD

Free exchange of share certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, which is currently expected to be Friday, 29 November 2024, being the second Business Day immediately after the date of the EGM, Shareholders may on or after Friday, 29 November 2024 and until Thursday, 9 January 2025 (both days inclusive), submit their existing share certificates in red colour for the Existing Shares to the Registrar, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for exchange for new share certificates on the basis of every ten (10) Existing Shares for one (1) Consolidated Share without any fractional Consolidated Share, in gold colour for the Consolidated Shares at the expense of the Company. It is expected that the new share certificates for the Consolidated Shares will be available for collection within 10 Business Days after the submission of the existing share certificates to the Registrar for exchange. Thereafter, a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the Registrar for each share certificate for the Consolidated Shares issued or each share certificate for the Existing Shares submitted for cancellation, whichever is higher.

After 4:10 p.m. on Tuesday, 7 January 2025, trading will only be in Consolidated Shares which share certificates will be issued in gold colour. Existing share certificates in red colour for the Existing Shares will cease to be valid for trading, settlement and registration purpose, but will remain valid and effective as documents of title.

Outstanding options, warrants or other securities

As at the date of this announcement, the Company has no outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

Odd lots arrangement and matching services

In order to facilitate the trading of odd lots of the Consolidated Shares arising from the Share Consolidation, if any, the Company has appointed Imperium International Securities Limited as an agent to provide odd lot matching services on a best effort basis to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares during the period from Friday, 13 December 2024 to Tuesday, 7 January 2025 (both days inclusive). Shareholders who wish to take advantage of this facility should contact the Dealing Department of Imperium International Securities Limited at dealing.securities@imperiumhk.com or at telephone number: (852) 3585 8988 during office hours (i.e. 9:00 a.m. to 4:00 p.m.) of such period.

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

• 8 -

LETTER FROM THE BOARD

REASONS FOR THE PROPOSED SHARE CONSOLIDATION

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. The “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated in September 2024 (the “ Guide ”) has further stated that market price of the shares at a level less than HK$0.1 will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules. It has also stated in the Guide that taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000. In view of the recent trading price of the Shares, the Board considers that the Share Consolidation will enable the Company to comply with the trading requirements under the GEM Listing Rules and reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction costs for each securities trade. With a corresponding upward adjustment in the trading price of the Consolidated Shares, the Board believes that the Share Consolidation will make investing in the Shares more attractive to a broader range of investors, and therefore further broaden the shareholder base of the Company.

Based on the closing price of HK$0.073 per Existing Share (equivalent to the theoretical closing price of HK$0.73 per Consolidated Share upon the Share Consolidation becoming effective) as at the Latest Practicable Date, (i) the value per board lot of 5000 Existing Shares is HK$365; and (ii) the theoretical market value per board lot of 5,000 Consolidated Shares would be HK$3,650 on the assumption that the Share Consolidation becomes effective.

As set out in the announcement of the Company dated 2 October 2024, in order to resolve the disclaimer of opinion issued by HLB Hodgson Impey Cheng Limited, the auditors of the Company, in the annual report of the Company for the financial year ended 31 March 2024, for the financial year ending 31 March 2025, the Directors will, among others, continue their negotiations with Mr. Cheng, an executive Director and a Controlling Shareholder, in relation to the extension/settlement of the Promissory Note and depending on the results of such negotiations, the Directors will consider alternative debt and/or equity financing methods.

Reference is made the announcement of the Company dated 31 October 2024 in relation of the lapse of the placing of new Shares under general mandate. Despite the lapse of the placing, as the Promissory Note will fall due on 31 January 2025, the Company will continue to seek suitable fund raising opportunities in order to raise funds to repay part of the Promissory Note to facilitate the negotiations with Mr. Cheng.

Save as disclosed above, as at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising and/ or investment opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate.

• 9 -

LETTER FROM THE BOARD

In view of the above, the Board considers that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

EGM

A notice convening the EGM to be held at Room 03, 26/F, One Harbour Square, No. 181 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Wednesday, 27 November 2024 at 4:00 p.m. at which an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, to approve the proposed Share Consolidation is set out on pages EGM-1 to EGM-2 of this circular.

A form of proxy for use by Shareholders at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours (i.e. 4:00 p.m. on Monday, 25 November 2024) before the time appointed for holding the EGM. Completion and return of the proxy form 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 proxy form shall be deemed to be revoked.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholders have a material interest in the proposed Share Consolidation and accordingly, no Shareholders will have to abstain from voting at the EGM.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 22 November to Wednesday, 27 November 2024, both days inclusive, during such period, no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM all share transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 21 November 2024 in order for the transferee to be entitled to attend and vote at the EGM (or any adjournment thereof).

VOTING BY POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolution(s) as set out in the notice convening the EGM will be voted by poll and, after being verified by the scrutineer, the results of the poll will be published in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

• 10 -

LETTER FROM THE BOARD

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 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.

COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors, controlling Shareholders or substantial Shareholders or any of their respective close associates has any interest in business which competes with or may compete with the business of the Group or has any other conflict of interests which any person has or may have with the Group.

RECOMMENDATION

The Directors consider that the Share Consolidation is in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolution at the EGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

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

• 11 -

NOTICE OF EGM

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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;

• (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

• EGM-1 -

NOTICE OF EGM

• (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.

4. 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.

5. 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.

6. EGM-2 -