Imperium Technology Group Limited — Capital/Financing Update 2024

Oct 24, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Imperium Technology Group Limited 帝國科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0776)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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Reference is made to the announcement of Imperium Technology Group Limited (the “ Company ”) dated 2 October 2024 in relation to the Placing (the “ Announcement ”). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE PLACING

The Board is pleased to announce that all the conditions set out in the Placing Agreement have been fulfilled on 21 October 2024 and completion of the Placing took place on 24 October 2024 in accordance with the terms of the Placing Agreement. An aggregate of 62,207,200 Placing Shares, representing (i) 20% of the issued share capital of the Company immediately before the Placing; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of all the Placing Shares as at the date of this announcement, have been successfully placed to not less than six Placees at the Placing Price of HK$1.79 per Placing Share.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Placees and where appropriate, their respective ultimate beneficial owners is an Independent Third Party, and none of the Placees has become a substantial Shareholder (as defined under the Listing Rules) immediately upon completion of the Placing.

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The gross proceeds from the Placing are approximately HK$111,351,000. The net proceeds, after deduction of all relevant expenses (including but not limited to placing commission, legal expenses and disbursements) incidental to the Placing of approximately HK$1,614,000, are estimated to be approximately HK$109,737,000, representing a net issue price of approximately HK$1.76 per Placing Share. The Company intends to apply the net proceeds from the Placing as to approximately HK$99,737,000 for the repayment of loans owed by the Company; and as to approximately HK$10,000,000 for the general working capital of the Group.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (i) immediately before completion of the Placing; and (ii) immediately after completion of the Placing and as at the date of this announcement are set out below:

			Immediately after completion	Immediately after completion
	Immediately before		of the Placing and as at the
	completion of the Placing		date of this announcement
	Number of		Number of
	Shares	Approx.%	Shares	Approx.%
Diamond State_(Note)_	214,428,488	68.94%	214,428,488	57.45%
Mr. Yeung Tong Seng
Terry	1,900,000	0.61%	1,900,000	0.51%
The Placees	—	—	62,207,200	16.67%
Public Shareholders	94,707,512	30.45%	94,707,512	25.37%
Total	311,036,000	100.00%	373,243,200	100.00%

Note:

Diamond State is a company incorporated in the British Virgin Islands with limited liability and is wholly and beneficially owned by Mr. Cheng.

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

Hong Kong, 24 October 2024

As at the date of this announcement, the executive directors of the Company are Mr. Cheng Ting Kong, Ms. Yeung So Mui, Mr. Lin Junwei and Mr. Yeung Tong Seng Terry; and the independent non-executive directors of the Company are Mr. Fung Tze Wa, Mr. Ting Wong Kacee, Mr. Tse Ting Kwan and Mr. Hui Ka Lung.

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