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Imperium Financial Group Limited Proxy Solicitation & Information Statement 2026
51224_rns_2026-01-14_9d441005-9cce-483d-9384-3744cac7cc06.pdf
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 CHANGE OF COMPANY NAME;
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 Tuesday, 3 February 2026 at 4:00 p.m. (the “EGM”) is set out on pages 7 and 8 of this circular.
Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Tricor 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 EGM (i.e. no later than Sunday, 1 February 2026 at 4:00 p.m.) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
This circular will remain on the Company’s website at www.8029.hk and the “Latest Listed Company Information” page on the website of the Stock Exchange at www.hkexnews.hk for at least seven days from the day of its posting.
14 January 2026
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 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
NOTICE OF EGM ... 7
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DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:
“Board” the board of Directors
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)
“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 of the Stock Exchange (stock code: 8029)
“Director(s)” the director(s) of the Company
“EGM” the extraordinary 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, 3 February 2026 at 4:00 p.m. or any adjournment thereof, to consider and approve the Proposed Change of Company Name and the transactions contemplated thereunder, notice of which is set out on pages 7 and 8 of this circular
“GEM” GEM operated by the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM of the Stock Exchange
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” 9 January 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“PRC” the People’s Republic of China
“Proposed Change of Company Name” the proposed change of the English name of the Company from “IMPERIUM FINANCIAL GROUP LIMITED” to “China Investment Financial Technology Group Limited” and its dual foreign name in Chinese from “帝國金融集團有限公司” to “中投金融科技集團有限公司”
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DEFINITIONS
"Share(s)"
ordinary share(s) of par value of HK$0.40 each in the share capital of the Company, which include treasury share(s) of the Company, if any, and the holders of treasury shares have no voting rights at the general meeting(s) of the Company
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"treasury shares"
has the meaning ascribed to it under the GEM Listing Rules
"%"
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:
Ms. Cheng Mei Ching
Mr. Wang Qiang
Mr. Chim Tak Lai
Mr. Lin Junwei
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
14 January 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED CHANGE OF COMPANY NAME;
AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with, amongst other things, information regarding the proposal to seek the approval of the Shareholders by way of special resolution at the EGM for the Proposed Change of Company Name and to give you notice of the EGM.
LETTER FROM THE BOARD
PROPOSED CHANGE OF COMPANY NAME
The Board proposes to change the English name of the Company from “IMPERIUM FINANCIAL GROUP LIMITED” to “China Investment Financial Technology Group Limited”, and its dual foreign name in Chinese from “帝國金融集團有限公司” to “中投金融科技集團有限公司”.
Conditions of the Proposed Change of Company Name
The Proposed Change of Company Name is subject to the following conditions being fulfilled:
(i) the passing of a special resolution by the Shareholders at the EGM to approve the Proposed Change of Company Name; and
(ii) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name by issuing a certificate of incorporation on change of name.
Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English name and the new dual foreign name in Chinese of the Company in the register of companies maintained by the Registrar in place of the existing English name and the dual foreign name in Chinese of the Company, and issues a certificate of incorporation on change of name. Thereafter, the Company will carry out all necessary registration and/or filing procedures with the Companies Registry in Hong Kong upon the Proposed Change of Company Name becoming effective.
Reasons for the Proposed Change of Company Name
The Board considers that the Proposed Change of Company Name will provide the Company with a new corporate image which will benefit the Company’s future business development and growth. Therefore, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.
Effects of the Proposed Change of Company Name
The Proposed Change of Company Name will not affect any rights of the Shareholders or the Company’s daily business operation and its financial position.
All the existing share certificates of the Company in issue bearing the present name of the Company shall, after the Proposed Change of Company Name has become effective, continue to be evidence of title to such Shares and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes.
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LETTER FROM THE BOARD
There will not be any arrangement for exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Once the Proposed Change of Company Name has become effective, share certificates of the Company will only be issued in the new name of the Company and the Shares will be traded on GEM of the Stock Exchange under the new name of the Company.
In addition, subject to the confirmation by the Stock Exchange, the English and the Chinese stock short names of the Company for trading in its securities on GEM of the Stock Exchange will also be changed after the Proposed Change of Company Name has become effective. Subject to the Proposed Change of Company Name becoming effective, the Company will also adopt a new company logo afterwards.
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 Tuesday, 3 February 2026 at 4:00 p.m. is set out on pages 7 and 8 of this circular. A special resolution will be proposed at the EGM to approve the Proposed Change of Company Name.
A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's branch share registrar and transfer office in Hong Kong, Tricor 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 EGM (i.e. Sunday, 1 February 2026 at 4:00 p.m.) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment (as the case may be) thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
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, the resolution set out in the notice of the EGM will be voted by poll. An announcement on the poll results will be made by the Company after the conclusion of the EGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquires, no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM.
Treasury shares, if any, shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt, solely from the perspective of the GEM Listing Rules, the Company shall procure, upon depositing any treasury shares in CCASS, the abstention from voting at any of its general meeting(s) in relation to those shares.
LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Thursday, 29 January 2026 to Tuesday, 3 February 2026, both days inclusive, in order to determine the entitlement to attend the EGM. The record date for attendance and voting at the EGM is Tuesday, 3 February 2026. In order to qualify for attending and voting 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 Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, 28 January 2026.
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 that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution to be proposed at the EGM.
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 Mei Ching
Executive Director
NOTICE OF EGM
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 “EGM”) 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, 3 February 2026 at 4:00 p.m., for the following purposes:
SPECIAL RESOLUTION
To consider and, if thought fit, pass the following resolution as a special resolution:
- “THAT the English name of the Company be changed from “IMPERIUM FINANCIAL GROUP LIMITED” to “China Investment Financial Technology Group Limited” and its dual foreign name in Chinese be changed from “帝國金融集團有限公司” to “中投金融科技集團有限公司” (the “Proposed Change of Company Name”), with effect from the date on which the new English name and the dual foreign name in Chinese of the Company being entered in the register maintained by the Registrar of Companies in the Cayman Islands, and any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents as he/she/they may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”
By Order of the Board
Imperium Financial Group Limited
Cheng Mei Ching
Executive Director
Hong Kong, 14 January 2026
NOTICE OF EGM
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Head office and principal place of business in Hong Kong:
Room 03, 26/F
One Harbour Square
No. 181 Hoi Bun Road
Kwun Tong, Hong Kong
Notes:
-
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.
-
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.
-
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 EGM (i.e. Sunday, 1 February 2026 at 4:00 p.m.) or adjourned meeting (as the case may be), and in default thereof the form of proxy shall not be treated as valid.
-
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 Thursday, 29 January 2026 to Tuesday, 3 February 2026 (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 Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Wednesday, 28 January 2026. The record date for attendance and voting at the EGM is Tuesday, 3 February 2026.
As at the date of this notice, the board of directors (the "Director(s)") comprises of four executive Directors, namely, Ms. Cheng Mei Ching, Mr. Wang Qiang, Mr. Chim Tak Lai and Mr. Lin Junwei and three independent non-executive Directors, namely, Mr. Chan Tin Lup, Trevor, Mr. Tou Kin Chuen and Mr. Ting Wong Kacee.
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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 notice 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 in this notice misleading.
This notice will remain on the Company's website at www.8029.hk and the "Latest Listed Company Information" page on the website of the Stock Exchange at www.hkexnews.hk for at least seven days from the day of its posting.
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