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Imperium Technology Group Limited Share Issue/Capital Change 2025
49462_rns_2025-10-28_743fd5f3-c5c1-4a5d-bc4e-58d15a3223bf.pdf
Share Issue/Capital Change
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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)
COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE
Placing Agent
Fortune (HK) Securities Limited
Reference is made to the announcements of Imperium Technology Group Limited (the "Company") dated 2 October 2025 and 17 October 2025 in relation to the Placing (the "Announcements"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.
COMPLETION OF THE PLACING
The Board is pleased to announce that all the conditions set out in the Placing Agreement have been fulfilled on 23 October 2025 and completion of the Placing took place on 28 October 2025 in accordance with the terms of the Placing Agreement. An aggregate of 74,648,500 Placing Shares, representing (i) approximately 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$0.845 per Placing Share.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Placees and where applicable, 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.
The gross proceeds from the Placing are approximately HK$63.08 million. 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$0.73 million, are approximately HK$62.35 million, representing a net issue price of approximately HK$0.835 per Placing Share. The Company intends to apply the net proceeds from the Placing as to (i) approximately HK$30.35 million (representing approximately 48.67% of the net proceeds) for supporting its existing businesses including its online game business and cryptocurrency business with direct and/or indirect investment in the development of AI technologies; (ii) approximately HK$22.00 million (representing approximately 35.29% of the net proceeds) for a potential direct or indirect financial investment in an identified AI solution and service provider in the biotechnology and healthcare sector; and (iii) approximately HK$10 million (representing approximately 16.04% of the net proceeds) 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 before completion of the Placing | Immediately after completion of the Placing and as at the date of this announcement | |||
|---|---|---|---|---|
| Number of Shares | Approx.% | Number of Shares | Approx.% | |
| Diamond State Holdings Limited (Note 1) | 72,888,488 | 19.53% | 72,888,488 | 16.27% |
| Bluemount Investment Fund SPC (Note 2) | 1,900,000 | 0.51% | 1,900,000 | 0.42% |
| The Placees | — | — | 74,648,500 | 16.67% |
| Public Shareholders | 298,454,712 | 79.96% | 298,454,712 | 66.64% |
| Total | 373,243,200 | 100.00% | 447,891,700 | 100.00% |
Notes:
1. Diamond State Holdings Limited is wholly and beneficially owned by Mr. Cheng Ting Kong.
- Bluemount Investment Fund SPC is wholly and beneficially owned by Mr. Yeung Tong Seng Terry, an executive director of the Company.
By order of the Board
Imperium Technology Group Limited
Lin Junwei
Executive Director
Hong Kong, 28 October 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.
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