Imperium Global : PLACING OF NEW SHARES UNDER GENERAL MANDATE AND CONNECTED TRANSACTION IN RELATION TO THE APPOINTMENT OF PLACING AGENT

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

Imperium Group Global Holdings Limited

帝 國 集 團 環 球 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 0776)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

AND

CONNECTED TRANSACTION IN RELATION TO

THE APPOINTMENT OF PLACING AGENT

Placing Agent

PLACING OF NEW SHARES UNDER GENERAL MANDATE

On 12 April 2021 (before trading hours of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Placing Agent has conditionally agreed, as agent of the Company, to procure on a best effort basis currently expected to be not less than six Placees who and whose ultimate beneficial owners shall be Independent Third Parties to subscribe for up to 25,000,000 Placing Shares at the Placing Price of HK$5 per Placing Share.

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Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum of 25,000,000 Placing Shares represent (i) approximately 8.70% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 8.01% of the issued share capital of the Company as enlarged by the allotment and issue of all the Placing Shares.

The Placing Price of HK$5 per Placing Share represents: (i) a discount of approximately 13.64% to the closing price of HK$5.79 per Share as quoted on the Stock Exchange on 9 April 2021, being the last trading day immediately prior to the date of the Placing Agreement; and (ii) a discount of approximately 13.70% to the average closing price of approximately HK$5.794 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Placing Agreement.

The Placing Shares will be allotted and issued pursuant to the General Mandate and is not subject to further Shareholders' approval. An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

Assuming all the Placing Shares are fully placed, the gross proceeds from the Placing will be approximately HK$125 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$3.3 million, are estimated to be approximately HK$121.7 million. The Company intends to apply the net proceeds from the Placing as to approximately HK$40 million for financing the Group's online game business, approximately HK$31.7 million for financing the Group's esports business and approximately HK$50 million for financing the Group's cloud computing and data storage services business.

Shareholders and potential investors of the Company should note that completion of the Placing is subject to the fulfilment of the conditions set out in the Placing Agreement. The Placing may or may not proceed. Shareholders and potential investors of the Company are therefore urged to exercise caution when dealing in the Shares and other securities of the Company.

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CONNECTED TRANSACTION IN RELATION TO THE APPOINTMENT OF THE PLACING AGENT

As at the date of this announcement, the Placing Agent is an indirect wholly owned subsidiary of Sun International, which is owned as to approximately 66.08% by First Cheer. First Cheer is beneficially owned as to 50% by Mr. Cheng and 50% by Mr. Chau. Mr. Cheng is an executive Director and a Controlling Shareholder. Hence, the Placing Agent is an associate of Mr. Cheng and is a connected person of the Company under Chapter 14A of the Listing Rules.

The maximum placing commission receivable of approximately HK$3.1 million by the Placing Agent in respect of the Placing is on normal commercial terms. As all of the relevant percentage ratios (other than the profits ratio) are, on an annual basis, less than 5%, the Placing Agreement is subject to the reporting, annual review and announcement requirements but is exempt from the independent Shareholders' approval requirement pursuant to Chapter 14A of the Listing Rules.

PLACING OF NEW SHARES UNDER GENERAL MANDATE

On 12 April 2021 (before trading hours of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Placing Agent has conditionally agreed, as agent of the Company, to procure on a best effort basis not less than six Placees who and whose ultimate beneficial owners shall be Independent Third Parties to subscribe for up to 25,000,000 Placing Shares at the Placing Price of HK$5 per Placing Share. Details of the Placing Agreement are set out below:

The Placing Agreement

Date:

12 April 2021 (before trading hours of the Stock Exchange)

Parties: (i) the Company, as issuer; and

(ii) Sun International Securities Limited, as placing agent.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, (i) the Placing Agent is an indirect wholly owned subsidiary of Sun International, which is owned as to approximately 66.08% by First Cheer; and (ii) First Cheer is beneficially owned as to 50% by Mr. Cheng and 50% by Mr. Chau. Mr. Cheng is an executive Director and a Controlling Shareholder. Hence, the Placing Agent is an associate of Mr. Cheng and is a connected person of the Company under Chapter 14A of the Listing Rules.

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Pursuant to the terms of the Placing Agreement, the Placing Agent will receive a placing commission of 2.5% of the amount which is equal to the Placing Price multiplied by the number of Placing Shares actually placed by the Placing Agent. The placing commission in respect of the Placing was negotiated on arm's length basis between the Company and the Placing Agent and was determined with reference to, among other things, the prevailing commission rate charged by other placing agents and the price performance of the Shares. The commission rate was also determined with reference to the prevailing placing commission rate charged by the Placing Agent to Independent Third Parties which are companies listed on the Stock Exchange for best-effort placing of shares with fund-raising size similar to the Placing.

The Directors (including the independent non-executive Directors but excluding Mr. Cheng and Ms. Yeung) consider that the placing commission in respect of the Placing are fair and reasonable based on the current market conditions and in view that the placing commission rate charged by the Placing Agent under the Placing Agreement is in line with its prevailing rates charged to Independent Third Parties for comparable best-effort placing.

Placees

The Placing Shares will be placed to currently expected to be not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties. Upon completion of the Placing, it is expected that none of the Placees will become a Substantial Shareholder. If any of the Placees will become a Substantial Shareholder after completion of the Placing, further announcement will be made by the Company.

Placing Shares

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum of 25,000,000 Placing Shares represent (i) approximately 8.70% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 8.01% of the issued share capital of the Company as enlarged by the allotment and issue of all the Placing Shares.

The aggregate nominal value of the maximum of 25,000,000 Placing Shares is HK$250,000.

Ranking of the Placing Shares

The Placing Shares, when allotted and issued, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Placing Shares.

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Placing Price

The Placing Price of HK$5 per Placing Share represents: (i) a discount of approximately 13.64% to the closing price of HK$5.79 per Share as quoted on the Stock Exchange on 9 April 2021, being the last trading day immediately prior to the date of the Placing Agreement; and (ii) a discount of approximately 13.70% to the average closing price of approximately HK$5.794 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Placing Agreement.

The Placing Price was arrived at after arm's length negotiations between the Company and the Placing Agent with reference to the prevailing market price and the recent trading performance of the Shares. The Directors consider that the Placing Price is fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Conditions of the Placing

The Placing is conditional upon the fulfilment of the following conditions:

1. the Listing Committee of the Stock Exchange granting the approval for the listing of, and the permission to deal in, the Placing Shares; and
2. all necessary consents and approvals to be obtained on the part of each of the Placing Agent and the Company in respect of the Placing Agreement and the transactions contemplated thereunder having been obtained.

In the event that any of the above conditions is not fulfilled on or before 3 May 2021 (or such other date as may be agreed between the parties to the Placing Agreement in writing), all rights, obligations and liabilities of the parties to the Placing Agreement shall cease and terminate and neither of the parties thereto shall have any claim against the other save for any antecedent breach under the Placing Agreement prior to such termination.

Completion of the Placing

Completion of the Placing shall take place on a date falling within four Business Days after the day on which all the conditions set out in the Placing Agreement have been fulfilled (or such other date as may be agreed between the parties to the Placing Agreement in writing).

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Application for listing

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

General Mandate to issue the Placing Shares

The Placing Shares will be allotted and issued pursuant to the General Mandate. The maximum number of Shares that can be issued under the General Mandate is 57,441,200 Shares. As at the date of this announcement, no Shares have been allotted and issued under the General Mandate. The General Mandate is sufficient for the allotment and issue of all the Placing Shares. As such, the issue of the Placing Shares is not subject to further Shareholders' approval. The General Mandate will be utilised as to approximately 43.52% upon the allotment and issue of all the Placing Shares.

Termination

The Placing Agent may terminate the Placing Agreement without any liability to the Company save for antecedent breach under the Placing Agreement prior to such termination, by notice in writing given to the Company at any time prior to 8:00 a.m. on the date of completion of the Placing upon the occurrence of the following events which, in the absolute opinion of the Placing Agent, has or may have an adverse effect on the business or financial conditions or prospects of the Company or the Group taken as a whole or the success of the Placing or the full placement of all of the Placing Shares or has or may otherwise make it inappropriate, inadvisable or inexpedient to proceed with the Placing on the terms and in the manner contemplated in the Placing Agreement if there develops, occurs or comes into force:

1. the occurrence of any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date of the Placing Agreement) and including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, resulting in a change in, or which may result in a change in, political, economic, fiscal, financial, regulatory or stock market conditions and which in the Placing Agent's absolute opinion would adversely affect the success of the Placing; or
2. the imposition of any moratorium, suspension (for more than seven (7) trading days) or restriction on trading in the securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise and which in the Placing Agent's absolute opinion, would adversely affect the success of the Placing; or

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1. any new law or regulation or change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong or any other jurisdiction relevant to the Group and if in the Placing Agent's absolute opinion any such new law or change may adversely affect the business or financial prospects of the Group and/or the success of the Placing; or
2. any litigation or claim being instigated against any member of the Group, which has or may have an adverse effect on the business or financial position of the Group and which in the Placing Agent's absolute opinion would adversely affect the success of the Placing; or
3. any material adverse change in the business or in the financial or trading position or prospects of the Group as a whole; or
4. any breach of any of the representations and warranties set out in the Placing Agreement comes to the knowledge of the Placing Agent or any event occurs or any matter arises on or after the date of the Placing Agreement and prior to the date of completion of the Placing which if had occurred or arisen before the date of the Placing Agreement would have rendered any of such representations and warranties untrue or incorrect or there has been a breach by the Company of any other provision of the Placing Agreement; or
5. there is any material change (whether or not forming part of a series of changes) in market conditions which in the absolute opinion of the Placing Agent would materially and prejudicially affect the Placing or makes it inadvisable or inexpedient for the Placing to proceed.

If notice is given pursuant to the above, the Placing Agreement shall terminate and be of no further effect and neither party shall be under any liability to the other party in respect of the Placing Agreement save for any antecedent breach under the Placing Agreement prior to such termination.

REASONS FOR AND BENEFITS OF THE PLACING AND USE OF PROCEEDS

The principal activity of the Company is investment holding. The subsidiaries of the Company are principally engaged in the manufacturing and sale of furnishings and home products, online game business, property investment, money lending business, esports business and provision of cloud computing and data storage services.

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Assuming all the Placing Shares are fully placed, the gross proceeds from the Placing will be approximately HK$125 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$3.3 million, are estimated to be approximately HK$121.7 million, representing a net issue price of approximately HK$4.87 per Placing Share. The Company intends to apply the net proceeds from the Placing as to approximately HK$40 million for financing the Group's online game business, approximately HK$31.7 million for financing the Group's esports business and approximately HK$50 million for financing the Group's cloud computing and data storage services business.

The Directors consider that the Placing represents an opportunity to raise additional funding for the business operations of the Group, to strengthen the Group's financial position, and enlarge the shareholders' base of the Company, which may in turn enhance the liquidity of the Shares.

The Directors (including the independent non-executive Directors but excluding Mr. Cheng and Ms. Yeung) consider that the Placing Agreement is entered into upon normal commercial terms following arm's length negotiations between the Company and the Placing Agent and the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

CHANGES IN SHAREHOLDING STRUCTURE

The changes in the shareholding structure of the Company as a result of the Placing (assuming that there are no other changes in the issued share capital of the Company from the date of this announcement up to and immediately after completion of the Placing) are as follows:

					Immediately after completion
						of the Placing
	As at the date of this		(assuming all the Placing
	announcement		Shares are fully placed)
	Number of					Number of
	Shares		Approx.%		Shares		Approx.%
Diamond State (Note)	214,428,488	74.66%		214,428,488	68.68%
The Placees	-		-	25,000,000	8.01%
Public Shareholders	72,777,512	25.34%		72,777,512	23.31%
Total	287,206,000	100.00%		312,206,000	100.00%

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Note:

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

EQUITY FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past 12 months immediately prior to the date of this announcement.

Shareholders and potential investors of the Company should note that completion of the Placing is subject to the fulfilment of the conditions set out in the Placing Agreement. The Placing may or may not proceed. Shareholders and potential investors of the Company are therefore urged to exercise caution when dealing in the Shares and other securities of the Company.

CONNECTED TRANSACTION IN RELATION TO THE APPOINTMENT OF THE PLACING AGENT

As at the date of this announcement, the Placing Agent is an indirect wholly owned subsidiary of Sun International, which is owned as to approximately 66.08% by First Cheer. First Cheer is beneficially owned as to 50% by Mr. Cheng and 50% by Mr. Chau. Mr. Cheng is an executive Director and a Controlling Shareholder. Hence, the Placing Agent is an associate of Mr. Cheng and is a connected person of the Company under Chapter 14A of the Listing Rules. As such, Mr. Cheng and Ms. Yeung have abstained from voting on the board resolution of the Company to approve the Placing Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the other Directors have a material interest in the Placing Agreement.

The maximum placing commission receivable of approximately HK$3.1 million by the Placing Agent in respect of the Placing is on normal commercial terms. As all of the relevant percentage ratios (other than the profits ratio) are, on an annual basis, less than 5%, the Placing Agreement is subject to the reporting, annual review and announcement requirements but is exempt from the independent Shareholders' approval requirement pursuant to Chapter 14A of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

"associates"	has the meaning as ascribed to it in the Listing Rules
"Business Day"	a day (other than a Saturday, Sunday and public holiday) on
	which licensed banks in Hong Kong are open for business
	throughout their normal business hours
"Board"	the board of Directors
"Company"	Imperium Group Global Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability
	and the issued Shares of which are listed on the main board
	of the Stock Exchange
"connected person(s)"	has the meaning as ascribed to it in the Listing Rules
"Controlling Shareholder"	has the meaning as ascribed to it in the Listing Rules
"Diamond State"	Diamond State Holdings Limited, a company incorporated
	in the British Virgin Islands with limited liability and a
	Controlling Shareholder
"Director(s)"	director(s) of the Company
"First Cheer"	First Cheer Holdings Limited is a company incorporated in
	the British Virgin Islands with limited liability
"General Mandate"	the general mandate granted to the Directors pursuant to an
	ordinary resolution of the Company passed at the annual
	general meeting of the Company held on 19 June 2020 to
	allot, issue and deal with new Shares not exceeding 20% of
	the aggregate number of the issued Shares as at the date of
	passing of such resolution, pursuant to which a maximum
	of 57,441,200 new Shares may fall to be allotted and issued
	as at the date of this announcement
"Group"	the Company and its subsidiaries

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"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China
"Independent Third Party(ies)"	any person or company and their respective ultimate
	beneficial owner(s) (if applicable) who, to the best of the
	Directors' knowledge, information and belief having made
	all reasonable enquiries, are third parties independent of the
	Company and its connected persons
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Mr. Chau"	Mr. Chau Cheok Wa
"Mr. Cheng"	Mr. Cheng Ting Kong, an executive Director and a
	Controlling Shareholder
"Ms. Yeung"	Ms. Yeung So Mui, an executive Director and the spouse of
	Mr. Cheng
"Placee(s)"	any person or entity procured by the Placing Agent or its
	agent(s) to subscribe for any Placing Shares pursuant to the
	Placing Agreement
"Placing"	the placing, on a best effort basis, of up to 25,000,000
	Placing Shares on and subject to the terms and condition set
	out in the Placing Agreement
"Placing Agent"	Sun International Securities Limited, a licensed corporation
	to carry on type 1 (dealing in securities), type 2 (dealing
	in futures contracts) and Type 4 (advising on securities)
	regulated activities under the Securities and Futures
	Ordinance (Chapter 571 of the Laws of Hong Kong), the
	exclusive agent of the Company to the Placing
"Placing Agreement"	the conditional placing agreement dated 12 April 2021 and
	entered into between the Company and the Placing Agent
	in relation to the Placing
"Placing Price"	HK$5 per Placing Share (exclusive of any brokerage, SFC
	transaction levy and Stock Exchange trading fee as may be
	payable)

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"Placing Share(s)"	a total of up to 25,000,000 new Shares to be placed
	pursuant to the Placing Agreement and to be issued under
	the General Mandate, each a "Placing Share"
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong), as amended, modified and
	supplemented from time to time
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of the issued Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Substantial Shareholder"	has the meaning as ascribed to it in the Listing Rules
"Sun International"	Sun International Group Limited, a company incorporated
	in the Cayman Islands with limited liability and the issued
	Shares of which are listed on GEM of the Stock Exchange
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.
	By order of the Board
	Imperium Group Global Holdings Limited
	Cheng Ting Kong
	Chairman
Hong Kong, 12 April 2021

As at the date of this announcement, the executive directors of the Company are Mr. Cheng Ting Kong, Ms. Yeung So Mui and Mr. Luk Wai Keung; and the independent non-executive directors of the Company are Mr. Fung Tze Wa, Mr. Ting Wong Kacee and Mr. Tse Ting Kwan.

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