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Imperium Financial Group Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any 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 (the “Company”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the 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.
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 GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual 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 Tuesday, 30 September 2025 at 4:00 p.m. is set out on pages 14 to 17 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.
Whether or not you are able to attend the annual general meeting, 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 Investor Services 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 before the time appointed for the holding of the annual general meeting (i.e. no later than 28 September 2025 at 4:00 p.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.
This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and on the website of the Company at http://www.8029.hk/.
5 September 2025
CHARACTERISTICS OF GEM
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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
Definitions 1
Letter from the Board 3
Introduction 4
Issue Mandate and Repurchase Mandate 4
Explanatory Statement 5
Re-election of Directors 5
AGM 6
Responsibility statement 7
Recommendation 7
Closure of register of members 7
General 7
Miscellaneous 7
Appendix I - Explanatory statement on Repurchase Mandate 8
Appendix II - Details of Directors proposed to be re-elected 12
Notice of AGM 14
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" or "Annual General Meeting" the annual general meeting of the Company to be convened and held at Room 03, 26/F, One Harbour Square, No. 181 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Tuesday, 30 September 2025 at 4:00 p.m., notice of which is set out on pages 14 to 17 of this circular
"Articles" the articles of association of the Company, as amended from time to time and the "Article" shall mean an article of the Articles
"Board" the board of Directors
"close associate(s)" has the meaning ascribed to this term under the GEM Listing Rules
"Company" Imperium Financial Group Limited, an exempted company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM
"Director(s)" the director(s) of the Company from time to time
"GEM" GEM operated by the Stock Exchange
"GEM Listing Rules" the Rules Governing the Listing of Securities on GEM
"Group" the Company and its subsidiaries from time to time
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate" a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20% of the total number of issued Shares as at the date of passing of the relevant resolution granting such mandate
"Latest Practicable Date" 1 September 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
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DEFINITIONS
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of issued Shares as at the date of passing of the relevant resolution granting such mandate
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of HK$0.4 each in the share capital of the Company
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"%"
per cent.
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LETTER FROM THE BOARD
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
Mr. Ting Wong Kacee
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 03, 26/F
One Harbour Square
No. 181 Hoi Bun Road
Kwun Tong
Hong Kong
5 September 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
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LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the Issue Mandate and the Repurchase Mandate, (ii) the re-election of retiring Directors, and (iii) the notice of the AGM.
ISSUE MANDATE AND REPURCHASE MANDATE
At the annual general meeting of the Company held on 30 September 2024 (the "2024 AGM"), general mandates were granted to the Directors to exercise the powers of the Company to issue new Shares and to repurchase Shares respectively.
Such mandates granted at the 2024 AGM will lapse at the conclusion of the AGM.
At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the Issue Mandate and the Repurchase Mandate.
Issue Mandate
At the AGM, an ordinary resolution will be proposed such that the Directors be given a general and unconditional mandate (i.e. the Issue Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate number of up to 20% of the total number of issued Shares as at the date of passing of the relevant resolution granting such mandate, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be issued pursuant to the approval granted under such resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly.
In addition, a separate ordinary resolution will further be proposed for extending the Issue Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.
As at the Latest Practicable Date, the Company has an aggregate of 233,401,621 Shares in issue. Subject to the passing of the resolutions for the approval of the Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Issue Mandate to allot, issue and deal with a maximum of 46,680,324 Shares.
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LETTER FROM THE BOARD
Repurchase Mandate
At the AGM, an ordinary resolution will also be proposed such that the Directors be given a general and unconditional mandate to repurchase issued and fully paid Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate number of up to 10% of the total number of issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be repurchased pursuant to the approval granted under such resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly.
Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 23,340,162 Shares.
The Issue Mandate (including the extension of the Issue Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issue Mandate (including the extension of the Issue Mandate) and the Repurchase Mandate until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles, the Companies Law (Revised) of the Cayman Islands or any applicable laws of the Cayman Islands to be held; or (iii) the passing of an ordinary resolution by the Shareholders in a general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors.
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement is to provide the Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to grant the Directors the Repurchase Mandate at the AGM.
RE-ELECTION OF DIRECTORS
The Board currently consists of six Directors, namely Mr. Cheng Ting Kong, Ms. Cheng Mei Ching and Mr. Chim Tak Lai as executive Directors; and Mr. Chan Tin Lup, Trevor, Mr. Tou Kin Chuen and Mr. Ting Wong Kacee as independent non-executive Directors.
According to Article 108, at each annual general meeting one-third of the Directors for the time being, shall retire from office by rotation. The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. A Director is not required to retire upon reaching any particular age.
LETTER FROM THE BOARD
According to Article 112, any director so appointed shall hold office only until the first annual general meeting of the company after his appointment and shall then be eligible for re-election. Mr. Ting Wong Kacee was appointed as independent non-executive Director on 29 August 2025.
Mr. Chim Tak Lai (“Mr. Chim”) shall retire by rotation at the AGM in accordance with Article 108. All the above retiring Directors, being eligible, will offer themselves for re-election at the AGM.
Mr. Ting Wong Kacee (“Mr. Ting”) shall retire by eligible for re-election at the AGM in accordance with Article 112.
The Company has in place a board diversity policy which sets out, inter alia, the selection criteria (the “Criteria”) and the evaluation procedures in nomination of candidates to be appointed or re-appointed as Directors. The re-appointment of Mr. Chim was recommended by the nomination committee of the Board in accordance with the nomination policy of the Company and the Criteria and with due regard for the benefits of diversity as set out under the board diversity policy of the Company.
Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.
AGM
A notice convening the AGM to be held at Room 03, 26/F, One Harbour Square, No. 181 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Tuesday, 30 September 2025 at 4:00 p.m. is set out on pages 14 to 17 of this circular. Resolutions will be proposed at the AGM to approve, among other things, the ordinary resolutions in relation to the Issue Mandate (including the extension of the Issue Mandate), the Repurchase Mandate, the re-election of Directors.
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, 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 Investor Services 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 before the time appointed for the holding of the AGM (i.e. no later than 28 September 2025 at 4:00 p.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of 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. As such, all the resolutions set out in the notice of the AGM will be voted by poll.
No Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.
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.
RECOMMENDATION
The Directors consider the proposed grant of the Issue Mandate (including the extension of the Issue Mandate), the Repurchase Mandate and the proposed re-election of Directors and a special resolution will be proposed to approve the adoption of the new Memorandum and Articles of Association are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining shareholders’ entitlements to attend and vote at the AGM, the transfer books and the register of members of the Company will be closed from Thursday, 25 September 2025 to Tuesday, 30 September 2025 (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 AGM, 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 Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Wednesday, 24 September 2025.
GENERAL
Your attention is also drawn to the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By Order of the Board
Imperium Financial Group Limited
Cheng Ting Kong
Chairman
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required pursuant to Rule 13.08 of the GEM Listing Rules, to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution at the AGM to approve the Repurchase Mandate
- NUMBER OF SHARES WHICH MAY BE REPURCHASED
Exercise in full of the Repurchase Mandate, on the basis of 233,401,621 Shares in issue as at the Latest Practicable Date, would result in 23,340,162 Shares (representing 10% of the issued share capital of the Company as at the date of passing of the resolution), being repurchased by the Company during the period prior to the next annual general meeting of the Company following the passing of the resolution approving the Repurchase Mandate.
- REASONS FOR PROPOSED REPURCHASE OF SHARES
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on GEM. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share of the Company and will be only made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
The Repurchase Mandate will only be exercised when the Directors believe that such purchases will benefit the Company and the Shareholders as a whole. The Directors have no present intention to repurchase any Shares.
- SOURCE OF FUNDS
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company will not repurchase the Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
- EFFECT OF EXERCISING THE REPURCHASE MANDATE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 March 2025) in the event that the Repurchase Mandate is exercised in full at any time during the Relevant Period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.
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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
5. DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the GEM Listing Rules), has any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM.
6. UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Articles, the GEM Listing Rules and the applicable laws of the Cayman Islands.
7. THE HONG KONG CODE ON TAKEOVERS AND MERGERS
If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 the Takeovers Code.
As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders’ interests, could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 5% or more of the issued capital of the Company. Their respective interest as at the Latest Practicable Date is shown under the column “Before repurchase” while their respective interest in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the ordinary resolution in relation to the Repurchase Mandate to be proposed at the AGM (and assuming that the issued share capital of the Company remains unchanged up to the date of the AGM) is shown under the column “After repurchase”.
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APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
| Name | Capacity | Number of Shares held | Before repurchase | After repurchase |
|---|---|---|---|---|
| Fresh Success Investment Limited (Note 1) | Beneficial owner | 143,791,404 | 61.61% | 68.45% |
| Mr. Cheng Ting Kong (Note 1) | Interest of a controlled corporation | 143,791,404 | 61.61% | 68.45% |
| Raywell Holdings Limited (Note 2) | Beneficial owner | 13,543,000 | 5.80% | 6.45% |
| Mr. Yeung Hak Kan (Note 2) | Interest of a controlled corporation | 13,543,000 | 5.80% | 6.45% |
Notes:
- Fresh Success Investment Limited is beneficially owned as to 90% by Mr. Cheng Ting Kong, an executive Director and the chairman of the board of Directors. Accordingly, Mr. Cheng Ting Kong is deemed under the SFO to be interested in the Shares beneficially owned by Fresh Success Investment Limited.
- Raywell Holdings Limited is wholly and beneficially owned by Mr. Yeung Hak Kan. Accordingly, Mr. Yeung Hak Kan is deemed under the SFO to be interested in the Shares beneficially owned by Raywell Holdings Limited.
To the best knowledge of the Directors, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any repurchases pursuant to the Repurchase Mandate.
The Directors do not intend to exercise the Repurchase Mandate to such an extent as would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory general offer under Rule 26 of the Takeovers Code and accordingly, it is not anticipated that repurchases of Shares under the Repurchase Mandate will give rise to any consequences under the Takeovers Code.
The Directors will not repurchase the Shares if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.
- SHARES REPURCHASE MADE BY THE COMPANY
The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the previous six months preceding the Latest Practicable Date.
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APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
9. CORE CONNECTED PERSON
No core connected persons (as defined in the GEM Listing Rules) has notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders at the AGM.
10. SHARE PRICES
The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months up to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| August | 0.700 | 0.540 |
| September | 0.660 | 0.650 |
| October | 0.920 | 0.630 |
| November | 0.730 | 0.510 |
| December | 0.540 | 0.375 |
| 2025 | | |
| January | 0.375 | 0.345 |
| February | 0.850 | 0.375 |
| March | 0.770 | 0.500 |
| April | 0.500 | 0.485 |
| May | 0.860 | 0.485 |
| June | 0.990 | 0.700 |
| July | 0.780 | 0.550 |
| August | 0.610 | 0.425 |
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:
(1) Mr. Chim Tak Lai (“Mr. Chim”)
Mr. Chim, aged 43, obtained a Bachelor of Art degree of in Business Economics from the University of Hertfordshire in 2006. Mr. Chim joined the Group as senior accountant in March 2016. Since September 2020, Mr. Chim is the financial controller of the Group and his primary responsibilities is to oversee all financial accounting operations, including group reporting, budgeting, audit, treasury function, consolidation and financial reporting. Mr. Chim has substantial experiences in financial planning, accounting, sales, and carrying out business planning and projects.
Mr. Chim has entered into a service agreement with the Company for a term of one year commencing from 6 May 2025 and he will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association. Mr. Chim is entitled to a monthly salary of HK$60,000, which is determined by the Board with reference to his duties and responsibilities within the Company. Mr. Chim is also entitled to a year-end discretionary bonus to be determined by the Board from time to time.
Save as disclosed in this announcement, as at the date of this announcement, Mr. Chim:
(a) has not held any other major appointments and professional qualifications or directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years;
(b) does not hold any other position in the Company or members of the Group;
(c) does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and
(d) does not have, and is not deemed to have, any interests or short positions (both within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571) (the “SFO”)) in any shares, underlying shares or debentures of the Company or any of its associated corporations (as defined under Part XV of the SFO) which is required to be disclosed under Part XV of the SFO.
Save as disclosed above, there is no other information relating to the appointment of Mr. Chim that needs to be disclosed pursuant to any of the requirements of Rules 17.50(2)(h) to 17.50(2)(v) of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “GEM Listing Rules”) and there is no other matter that needs to be brought to the attention of the holders of securities of the Company.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
(2) Mr. Ting Wong Kacee (“Mr. Ting”)
Mr. Ting, aged 49, is a District Councillor of Eastern District. He holds a Master of Laws and Postgraduate Certificate in Laws from City University of Hong Kong. He is currently a member of The Hong Kong Bar Association. He is interested in various issues of social concerns and he has been an active pro bono legal adviser in the last 15 years. He was awarded the honour of Chief Executive’s Commendation Public Service in recognition of his contribution to the society in 2020. He was appointed the Chairman of the HKSAR Buildings Appeal Tribunal Panel until 1 December 2024 and the Chief Executive of HKSAR has appointed him as a member of the HKSAR Torture Claims Appeal Board since 1 April 2025. From 10 October 2019 to 31 March 2022, he was an independent non-executive director of Times Universal Group Holdings Limited (stock code: 2310); from 31 October 2012 to 8 May 2025, he was an independent non-executive director of Imperium Technology Group Limited (stock code: 776), both Companies listed on the Main Board of the Stock Exchange.
Mr. Ting has entered into a letter of appointment with the Company for an initial term of one year, unless terminated by not less than one month’s notice in writing served by either party, and is subject to retirement by rotation and re-election in the annual general meetings of the Company in accordance with the articles of association of the Company. The emolument payable to Mr. Ting will be HK$120,000 per annum, which is determined with reference to his duties and responsibilities in the Company, the prevailing market rate and the remuneration policy of the Company.
Save as disclosed in this announcement, as at the date of this announcement, Mr. Ting:
(a) has not held any other major appointments and professional qualifications or directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years;
(b) does not hold any other position in the Company or members of the Group;
(c) does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and
(d) does not have, and is not deemed to have, any interests or short positions (both within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571) (the “SFO”)) in any shares, underlying shares or debentures of the Company or any of its associated corporations (as defined under Part XV of the SFO) which is required to be disclosed under Part XV of the SFO.
Save as disclosed above, there is no other information relating to the appointment of Mr. Ting that needs to be disclosed pursuant to any of the requirements of Rules 17.50(2)(h) to 17.50(2)(v) of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “GEM Listing Rules”) and there is no other matter that needs to be brought to the attention of the holders of securities of the Company.
NOTICE OF AGM
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 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Imperium Financial Group Limited (the “Company”) will be held at Room 03, 26/F, One Harbour Square, No. 181 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Tuesday, 30 September 2025 at 4:00 p.m., for the following purposes:
ORDINARY RESOLUTIONS
-
To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and auditor of the Company for the year ended 31 March 2025.
-
(a) To re-elect Mr. Chim Tak Lai as executive Director;
(b) To re-elect Mr. Ting Wong Kacee as independent non-executive Director;
(c) To authorise the board of Directors to fix the Directors’ remuneration.
-
To re-appoint Prism Hong Kong Limited as the auditor of the Company and to authorise the board of Directors to fix its remuneration.
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To consider and, if thought fit, pass the following resolution as ordinary resolution:
"THAT:
(a) subject to paragraph (c) below, pursuant to the Rules (the “GEM Listing Rules”) Governing the Listing of Securities on GEM operated by The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue
NOTICE OF AGM
and deal with unissued shares of the Company (the "Shares") and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company), which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company), which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of the Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under a share option scheme of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:
(aa) 20 per cent. of the total number of issued Shares on the date of the passing of this resolution; and
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of issued Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the total number of issued Shares on the date of the passing of resolution no. 5),
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and
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NOTICE OF AGM
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors by this resolution.
“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).
- To consider and, if thought fit, pass the following resolution as ordinary resolution:
“THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the aggregate number of the Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent. of the total number of issued Shares as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and
(c) for the purposes of this resolution,
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and
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NOTICE OF AGM
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors by this Resolution.”
- To consider and, if thought fit, pass the following resolution as ordinary resolution:
“THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the addition thereto of a number representing the aggregate number of the Shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such number shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing of this Resolution.”
By order of the Board
Imperium Financial Group Limited
Cheng Ting Kong
Chairman
Hong Kong, 5 September 2025
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 03, 26/F
One Harbour Square
No. 181 Hoi Bun Road
Kwun Tong
Hong Kong
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NOTICE OF AGM
Notes:
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A member entitled to attend and vote at the AGM, 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.
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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.
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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 Investor Services 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 AGM (i.e. no later than 28 September 2025 at 4:00 p.m. (Hong Kong time)) 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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With respect to resolution numbered 2 of this notice, details of the retiring Directors standing for re-election are set out in the circular of the Company dated 5 September 2025.
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For the purpose of determining shareholders' entitlements to attend and vote at the AGM, the transfer books and the register of members of the Company will be closed on from Thursday, 25 September 2025 to Tuesday, 30 September 2025 (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 AGM, 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 Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Wednesday, 24 September 2025.
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As at the date of this notice, the board of Directors consists of six Directors, namely Mr. Cheng Ting Kong, Ms. Cheng Mei Ching and Mr. Chim Tak Lai as executive Directors; and Mr. Chan Tin Lup, Trevor, Mr. Tou Kin Chuen and Mr. Ting Wong Kacee as independent non-executive Directors.
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