Imperium Technology Group Limited — Share Issue/Capital Change 2025

Oct 17, 2025

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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)

SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Reference is made to the announcement (the "Announcement") of Imperium Technology Group Limited (the "Company") dated 2 October 2025 in relation to the placing by Fortune (HK) Securities Limited of up to 74,648,500 Placing Shares under the General Mandate. Unless otherwise specified, capitalized terms used herein shall have the same meanings as defined in the Announcement.

USE OF PROCEEDS

As discussed in the Announcement, the Company intends to apply the net proceeds from the Placing as follows:

(1) approximately HK$30.35 million (representing approximately 48.67% of the net proceeds) will be applied for direct and/or indirect investment in the development of AI technologies to support the Group's existing businesses (the "Existing Businesses");

(2) approximately HK$22.0 million (representing approximately 35.29% of the net proceeds) will be applied for a potential direct or indirect investment in an identified AI solution provider for commercial applications including biotechnology (the "Potential Financial Investment"); and

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(3) approximately HK$10.0 million (representing approximately 16.04% of the net proceeds) will be applied for general working capital and general corporate purposes of the Group (“General Working Capital”).

The Company would like to provide additional information relating to the use of the net proceeds from the Placing.

THE EXISTING BUSINESSES

As disclosed in the Announcement, the Group intends to apply the net proceeds for the development of AI technologies to support the Group’s existing businesses, including its online game business (the “Online Game Business”) and its cryptocurrency business which comprises the Group’s cloud computing and data storage business (the “Cryptocurrency Business”).

The Online Game Business

The Company intends to allocate approximately HK$9.0 million out of approximately HK$30.35 million to the Online Game Business, which will be directed towards investment in developing AI and machine learning algorithms and the development and, enhancement of the Group’s online games through implementing AI technologies. The Company expects the net proceeds allocated for such purpose to be fully utilized by June 2026.

AI technologies have taken an increasingly prominent role in game development, for instance, generative AI technologies can assist with the creation of in-game audio and visual environmental assets which would normally require extensive costs and man-hours in traditional game development, and can also assist with the generation of ideas for gameplay, design and settings. The Group had previously applied generate AI technology to develop game characters with text or voice in the Holosens project, and considers it important to further invest into the development of AI technologies to maintain competitiveness in game developments in a manner that is efficient and that can better cater to the preferences of its customers.

In addition, the Group also believes that the utilization of AI technology can better help with collecting and analyzing customer behavior, patterns and preferences and would be conducive to the promotion of the Group’s published online games, for instance “Jiuyin Zhenjing” (九陰真經) in the Southeast Asia Region, whereas the Group can develop more precise promotion strategies to acquire new customers and to convert existing users into paying customers.

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The Cryptocurrency Business

The Company intends to allocate approximately HK$21.35 million out of approximately HK$30.35 million to be applied towards the Cryptocurrency Business and other parts of the Group’s cloud computing and data storage business segment.

TokenTrend application

As disclosed in the Company’s voluntary announcement dated 10 December 2024, the Group completed the acquisition of 51% of the issued share capital of Smart System Limited, and the remaining 49% issued share capital of Smart System Limited was also acquired by the Group in July 2025. Smart System Limited developed and owned a website, then referred to as “Coin Guide” in the aforementioned voluntary announcement, as aggregated cryptocurrency information service platform to provide smart and practical experience and features to its users. Upon the acquisition of the “Coin Guide” website, the Group began to develop its own application to gradually migrate services from the website to this new application. In September 2025, the Group launched the said application under the name of “TokenTrend”. TokenTrend is a one-stop platform with advanced functionality and smart features focused on digital currency market trends and analysis, dedicated to providing users with real-time, accurate market data, in-depth industry insights, and professional investment strategy support including news reports, interviews, public opinions and analysis on cryptocurrencies. It helps users to seize investment opportunities and optimize decision-making efficiency and strategies through intuitive data visualization tools, personalized asset tracking, and timely market information.

Current status of the application

The Group has launched the TokenTrend application as a free application and the Group only spent minimal costs previously on developing the TokenTrend application to put it at its initial stage, and the main features and functions of the application, which are freely accessible by all users for now, thus far include:

(a) real time and historical cryptocurrency trade data including prices, price changes, trading volumes, trade history and long and short ratios;

(b) other crypto market data and analysis including market sentiment data such as volatility index, whale positions to track the positions of large-scale holders and chart analysis; and

(c) real-time crypto news and round ups of key economic data of major countries.

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The above information provided by the TokenTrend application are mainly purchased and sourced from CoinGlass and covers major cryptocurrencies including but not limited to Bitcoin, Ether, BNB, XRP, Solana, TRON, Dogecoin and Cardano and stablecoins including Tether and USDC, as well as a variety of other cryptocurrencies operated on different blockchains including but not limited to the Ethereum blockchain, the Solana blockchain, the Base blockchain, the BNB Chain and the TRON blockchain.

As at the date of this announcement, the web-based platform of "Coin Guide" and the mobile-client under the TokenTrend application have around 4,000 registered users in total and an average daily active users of around 300 users in total, the vast majority of which are retail users. The TokenTrend application is currently launched in the Asia region only.

Plans for the application

In order to compete with other products available in the market and to gain better market recognition and expand its userbase, the Group considers it necessary to invest further capital into the development and enhancement of the TokenTrend application to improve its functions and features, which is planned to include:

(a) improving and broadening the information and analytic tools available on the application, which may include (i) additional market and trade data relating to cryptocurrency options and future, cryptocurrency ETFs and CME long short reports, etc., and advanced analytic tools such as advanced visualization tools, heatmaps showing potential liquidation levels, real-time order flow insights, etc., which can be purchased and sourced by upgrading its subscription with CoinGlass which is the existing data provider of the TokenTrend application; and (ii) exclusive analysis and opinions provided by analysts and live broadcast by analysts and influencers on the TokenTrend application;

(b) enhancing its AI capabilities to provide AI-driven analysis and providing AI recommended content and response to match the requests of the users by setting up an AI agent within the application, which can help users analyze and provide an overview of their portfolio, providing an analysis of the users' portfolio based on recent trends, providing suggestion to users on their investment strategies, identifying the key risks relating to their portfolio, filtering and summarizing the most relevant news and information on specific topic for the users; and

(c) setting up a social platform such as forums and comment sections within the TokenTrend application where users can engage in discussions relating to the tokens and market trends, as the Group believes that user engagement is crucial to user retention on the TokenTrend application.

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The above features and functions are expected to be rolled out on the TokenTrend application by April 2026 subject to the actual development progress and market conditions.

Going forward, the Group may start charging subscription fees, expected to be in the form of monthly or yearly subscriptions, from its users by setting up different tiers of subscription which will provide different levels of access to contents and tools. For instance, free users will only have access to basic content including real time and historical trade data and news and round ups, and paid users may be further separated into different tiers of subscription plans which will have varying access to the content available on the TokenTrend application such as advanced data like real time order flow insights, analysis and opinion exclusively sourced from analysts for the purpose of the TokenTrend application, and access to live broadcast by analysts and influencers relating to cryptocurrencies. The detailed differentiation of content available to different tiers of users will be further determined by the Group upon the launch of the paying services based on the then competition and market.

In addition, the Group also intends to implement embedded advertisements so that advertising clients can make use of our platform to launch advertisements as to reach their target audience. The Group may employ pricing models such as cost per mille to charge prospective advertising clients.

Allocation of proceeds

Accordingly, the Company intends to allocate part of the net proceeds for the Cryptocurrency Business of approximately HK$16.50 million towards the development and the operation of the TokenTrend application within twelve months, including:

(a) approximately HK$2.0 million for investment in developing AI and machine learning algorithms which can be implemented on the TokenTrend application to assist with the collection and analysis of data and client needs for the generation of recommended information that cater to the preferences and requirements of clients;

(b) approximately HK$5.0 million for recruiting additional personnel for the operation and maintenance of the TokenTrend application as well as enhancement and upgrade to the TokenTrend application including its functionality and interface as an ongoing effort to improve the application. Such personnel are expected to include programmers, marketing staff and operation staff including data analysts;

(c) approximately HK$3.0 million for entering into collaboration or subscribing with other parties to purchase addition data and source for exclusive analysis and opinion to improve and broaden the information available to users of the TokenTrend application;

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(d) approximately HK$4.5 million for conducting marketing activities including advertising and promotional activities to expand the market reach and to increase the userbase; and
(e) approximately HK$2.0 million for upgrading its server capabilities and infrastructure to cater for increase in userbase and the data hosted on the TokenTrend application.

The Company expects the net proceeds allocated for such purposes to be fully utilized by April 2026.

Other use of the proceeds

The Group intends to apply the remaining parts of the proceeds towards the other parts of the Cryptocurrency Business and the cloud computing and data storage business segment, which include the Group’s existing cryptocurrency mining activities in which the Group believes the continued investment is in line with the global development of the digital asset ecosystem.

In addition to the above, as discussed in the Company’s annual report for the year ended 31 December 2024 and the interim report for the six months ended 30 June 2025 of the Company, blockchain technology has expanded beyond its initial applications in cryptocurrencies to applications in finance, healthcare and supply chain management due to its potential to enhance transparency, security and efficiency in the IT solutions. It is part of the Group’s business strategy to leverage its knowhow and expertise in blockchain technology and Web3.0 to provide IT consulting services and solutions to assist clients in transforming its business operations and development of new business models.

The IT consulting services are intended to be a business consultancy service in nature which scope of work will generally involve (i) discussing and analyzing with clients on the potential application and integration of AI and/or Web3.0 to their existing business to streamline and improve their business; (ii) assisting clients in and coordinating the implementation of the plans for the applying and integrating AI and/or Web3.0, including without limitation to liaising with service providers on the development of the relevant programs and applications for the clients’ business, overall monitoring of the development progress and assisting the clients internally on implementation. The aforementioned services are of consultancy nature and is not subject to specific regulatory requirement. The Group considers this to be a good opportunity for the Group to diversify its revenue stream and is conducive to the Group’s future business development.

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Accordingly, the Company intends to allocate approximately HK$4.85 million for the following purposes:

(a) approximately HK$3.85 million for upgrading the hardware and software relating to the cryptocurrency mining activities which may include machines and servers and other associated equipment such as power and network facilities and heat dissipation and dust prevention equipment; and

(b) approximately HK$1.0 million for the planning and preparation for the commencement of the IT consulting services, which will involve the recruitment of personnel to build a team for the provision of such services.

The Company expects the net proceeds allocated for such purposes to be fully utilized by April 2026.

THE POTENTIAL FINANCIAL INVESTMENT

Based on the current status of the discussions relating to the Potential Financial Investment, the Company intends to invest directly or indirectly into an identified AI solution and service provider in the biotechnology and healthcare sector (the “Potential Investee”) as a financial investor in the amount of the allocated net proceeds of approximately HK$22.0 million (inclusive of legal and other professional fees and other expenses in connection with the investment). The Potential Investee is an AI technology-based start-up company principally engaged in the provision of drug testing, heath appraisals and treatment services based on its self-developed AI-based technologies.

As at the date of this announcement, the Company is at the final stage of its due diligence and valuation on the Potential Investee, and in negotiations with the Potential Investee to finalize the terms and conditions of the corresponding investment agreement. No legally binding agreement has been entered into in relation to the Potential Financial Investment. The Company expects to enter into the investment agreement and to fully utilize the net proceeds allocated for the Potential Financial Investment before March 2026.

As discussed in the Announcement, the Potential Financial Investment is in line with the Group’s strategy to seek further business opportunities related to AI which may extend beyond the existing segments, and the Company also considers the Potential Financial Investment to represent an attractive investment opportunity for the Group that offers potential capital appreciation. The Potential Financial Investment is expected to be a financial investment of the Group and would not lead to commencement of any new business segment.

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Further announcement(s) will be made by the Company to provide corresponding details and information in relation to the Potential Financial Investment to the Shareholders in accordance with the requirements under Chapter 14 of the Listing Rules as and when appropriate when the Potential Financial Investment materializes.

GENERAL WORKING CAPITAL

In relation to approximately HK$10.0 million to be applied for General Working Capital, the Company intends to allocate the net proceeds as follows:

(i) approximately HK$6.0 million will be allocated for rental costs, directors’ remuneration and staff expenses of the Group; and
(ii) approximately HK$4.0 million will be allocated for legal and professional fees, consultancy services and other administrative expenses incurred in the course of daily operations.

The Company expects the net proceeds allocated for General Working Capital to be fully utilized within the next twelve months from the date of the Announcement.

Saved as disclosed above, all other information as set out in the Announcement remains unchanged and shall continue to be valid for all purposes. This announcement is supplemental to and should be read in conjunction with the Announcement.

By order of the Board

Imperium Technology Group Limited

Lin Junwei

Executive Director

Hong Kong, 17 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.