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Imperium Technology Group Limited Major Shareholding Notification 2025
49462_rns_2025-11-17_8f2a27db-c6c0-4ab9-b657-f70c879bba44.pdf
Major Shareholding Notification
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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.
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)
VOLUNTARY ANNOUNCEMENT RESOLVING OF HIGH SHAREHOLDING CONCENTRATION
This is a voluntary announcement made by Imperium Technology Group Limited (the "Company") to inform its shareholders (the "Shareholder(s)") and potential investors of the Company of the shareholding structure of the Company as at 4 August 2025.
This announcement is made in relation to the shareholding concentration announcements issued by the Securities and Futures Commission (the "SFC") dated 28 September 2009 and 25 March 2014 (the "SFC Announcements") regarding the then high concentration of shareholding of the Company as at 14 September 2009 and 17 March 2014 respectively.
BACKGROUND
According to the SFC Announcements:
(i) As at 14 September 2009, a group of 16 shareholders held an aggregate of 64,273,900 shares of the Company (the "Share(s)"), representing 30.77% of the then total number of issued Shares. Such shareholding, together with 127,000,000 Shares (representing 60.81% of the then total number of issued Shares) held by three then executive directors of the Company, represented 91.58% of the then total number of issued Shares as at 14 September 2009. Therefore, only 17,580,100 Shares (representing 8.42% of the then total number of issued Shares) were held by other Shareholders as at 14 September 2009.
(ii) As at 17 March 2014, a group of 19 shareholders held an aggregate of 80,569,900 Shares, representing 28.05% of the then total number of issued Shares. Such shareholding, together with 179,407,488 Shares (representing 62.47% of the then total number of issued Shares) held by a then substantial Shareholder of the Company, represented 90.52% of the then total number of issued Shares as at 17 March 2014. Therefore, only 27,228,612 Shares (representing 9.48% of the then total number of issued Shares) were held by other Shareholders as at 17 March 2014.
The board (the "Board") of directors (the "Director(s)") of the Company wishes to remind the Shareholders and potential investors that the information disclosed in the SFC Announcements only reflected the shareholding structure of the Company respectively as at 14 September 2009 and 17 March 2014 only.
THE ANALYSIS OF THE BOARD
In order to better enhance the transparency of the shareholding structure of the Company, the Board conducted an analysis of the shareholding structure of the Company based on the information provided by an independent service provider engaged by the Company (the "Analysis"). Based on the report from the independent service provider dated 4 August 2025 and to the best of the knowledge, information and belief of the Board, having made all reasonable enquires, the updated shareholding structure of the Company as at 4 August 2025 is as follows:
| Shareholders | Number of Shares held | Approximate percentage of total number of issued Shares (%) |
|---|---|---|
| Diamond State Holdings Limited (Note 1) | 72,888,488 | 19.53 |
| Yeung Tong Seng Terry (Note 2) | 1,900,000 | 0.51 |
| A group of 127 individual Shareholders (Note 3) | 165,967,300 | 44.47 |
| A group of 31 corporate Shareholders (Note 4) | 95,922,889 | 25.70 |
| A group of 5 institutional Shareholders | 1,575,665 | 0.42 |
| Other Shareholders (Note 5) | 34,988,858 | 9.37 |
| TOTAL | 373,243,200 | 100.00 |
Notes:
- Diamond State Holdings Limited is 100% owned by Mr. Cheng Ting Kong, former executive Director and Chairman of the Company who had resigned on 3 July 2025.
- Mr. Yeung Tong Seng Terry is an executive Director of the Company and holds the Shares through Bluemount Investment Fund SPC which is wholly and beneficially owned by him.
- The group of 127 individual Shareholders comprise of (i) 94 individual Shareholders each holding not less than 100,000 Shares; and (ii) 33 individual Shareholders each holding less than 100,000 Shares.
- The group of 31 corporate Shareholders comprise of (i) 18 corporate Shareholders each holding not less than 100,000 Shares; and (ii) 13 corporate Shareholders each holding less than 100,000 Shares.
- Other Shareholders comprise of (i) Shareholders each holding not more than 100,000 Shares and in aggregate holding 21,385,957 Shares; and (ii) those cannot be individually identified under the Analysis holding in aggregate 13,602,901 Shares, representing approximately 5.73% and 3.64% of the entire issued share capital of the Company, respectively.
As set out in the above shareholding structure of the Company, as at 4 August 2025, (i) 72,888,488 Shares were held by Diamond State Holdings Limited, representing approximately 19.53% of the total number of issued Shares; and (ii) 1,900,000 Shares were held by Mr. Yeung Tong Seng Terry, representing approximately 0.51% of the total number of issued Shares.
Save as aforementioned, to the best of the knowledge, information and belief of the Board, having made all reasonable enquires, as at 4 August 2025, approximately 71.1% of the Shares were held by 163 identified Shareholders (comprising 127 individual Shareholders, 5 institutional investors and 31 corporate Shareholders), and the remaining approximately 9.37% of the Shares were held by at least 215 other Shareholders.
To further demonstrate that the Company's shareholding is no longer highly concentrated, the Company summarised, based on the Analysis, the percentage shareholdings by its top Shareholders as at 4 August 2025 were as follows:
| Approximate percentage of total number of issued Shares (%) |
|---|
| Top 10 Shareholders 57.34 |
| Top 20 Shareholders 69.82 |
The results of the Analysis also revealed that as at 4 August 2025, the shareholding structure of the Company was geographically diversified across different locations in regions including but not limited to Hong Kong, mainland China, Singapore, Malaysia, Australia, Canada, Europe and the United States.
ACTIONS TAKEN SINCE THE PUBLICATION OF THE SFC ANNOUNCEMENTS
Since the publication of the SFC Announcements, the Board considers the lapse of a substantial period of time, and certain actions that had been taken prior to 4 August 2025 may have assisted to resolve the Company's high concentration of shareholding. A summary of such actions are as follows:
(i) As disclosed in the announcements of the Company dated 11 April 2021, 12 April 2021 and 3 May 2021, the Company and Sun International Securities Limited entered into a placing agreement on 12 April 2021, pursuant to which, a total of 23,830,000
new Shares have been placed to not less than six places at the placing price of HK$5 per new Share pursuant to the placing agreement, representing approximately 7.66% of the then issued share capital of the Company as enlarged by the allotment and issue of the placing Shares immediately upon completion of the placing.
(ii) As disclosed in the announcements of the Company dated 2 October 2024 and 24 October 2024, the Company and Yuen Meta (International) Securities Limited entered into a placing agreement on 2 October 2024, pursuant to which, a total of 62,207,200 new shares have been placed to not less than six places at the placing price of HK$1.79 per new Share pursuant to the placing agreement, representing approximately 16.67% of the then issued share capital of the Company as enlarged by the allotment and issue of the placing Shares immediately upon completion of the placing.
(iii) As disclosed in the announcements of the Company dated 24 January 2025, 24 March 2025, 23 April 2025, 15 May 2025 and 30 May 2025, a controlling Shareholder of the Company and Waton Securities International Limited entered into a placing agreement on 24 January 2025, pursuant to which, a total of 141,540,000 placing Shares, had been placed in multiple tranches to the various places at a placing price of HK$0.65 per placing Share, representing approximately 37.92% of the then existing issued share capital of the Company immediately upon completion of the placing.
CONCLUSION
In light of the above, the Company is of the view that the concern over the high shareholding concentration as mentioned in the SFC Announcements has been resolved and the high shareholding concentration of the Company as at 14 September 2009 and 17 March 2014 respectively as stated in the SFC Announcements should not be used as a basis for evaluating the current status of the shareholding structure of the Company. The Board is satisfied that, based on the results of the Analysis and the information available as at 4 August 2025, (i) the shareholding concentration of the Company as at 14 September 2009 and 17 March 2014 respectively as stated in the SFC Announcements no longer exists as at 4 August 2025; and (ii) there has been no concentration of the shareholdings of the Company in the hands of a limited number of Shareholders as at 4 August 2025.
By Order of the Board
Imperium Technology Group Limited
Lin Junwei
Executive Director
Hong Kong, 17 November 2025
As at the date of this announcement, the executive Directors are Mr. Lin Junwei, Mr. Yeung Tong Seng Terry, Mr. Xiao Junjia and Ms. Li Tingting; and the independent non-executive Directors are Mr. Fung Tze Wa, Ms. Han Pingping and Mr. Hui Ka Lung.