Imperium Global : DISCLOSEABLE TRANSACTION IN RELATION TO THE ENTERING INTO OF THE TECHNICAL SERVICES AGREEMENT AND SUPPLEMENTAL AGREEMENT

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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)

DISCLOSEABLE TRANSACTION

IN RELATION TO THE ENTERING INTO OF

THE TECHNICAL SERVICES AGREEMENT

AND SUPPLEMENTAL AGREEMENT

TECHNICAL SERVICES AGREEMENT

On 10 May 2021, the Purchaser, an indirect subsidiary of the Company, as lessee, entered into the Technical Services Agreement with the Vendor, as lessor and service provider, pursuant to which the Vendor agreed to lease the Equipment as well as provide software and technical services to the Purchaser for the provision of cloud computing and data storage services and for mining of Chia coin by the Purchaser for a term of three years at the consideration of RMB20,000,000 (equivalent to approximately HK$24,200,000). The Vendor is also entitled to receive a service fee based on 5% of the total number of Chia coin mined during the relevant period, which shall be settled by the Purchaser in Chia coin.

SUPPLEMENTAL AGREEMENT

On the same day, the Purchaser entered into the Supplemental Agreement with the Vendor pursuant to which both parties agreed to amend the terms of the Technical Services Agreement to the effect that the ownership of the Equipment shall be transferred to the Purchaser upon the expiry of the term of the Technical Services Agreement. No additional consideration shall be payable by the Purchaser in relation to the transfer of the ownership of the Equipment.

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LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) for the transactions contemplated under the Technical Services Agreement (as amended by the Supplemental Agreement), on a standalone basis, and when aggregated with the Previous Transactions, are more than 5% but less than 25%, the transactions contemplated under the Technical Services Agreement (as amended by the Supplemental Agreement) constitute a discloseable transaction on the part of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

On 10 May 2021, the Purchaser, an indirect subsidiary of the Company, as lessee, entered into the Technical Services Agreement with the Vendor, as lessor and service provider, pursuant to which the Vendor agreed to lease the Equipment as well as provide software and technical services to the Purchaser for the provision of cloud computing and data storage services and for mining of Chia coin by the Purchaser for a term of three years at the consideration of RMB20,000,000 (equivalent to approximately HK$24,200,000). The Vendor is also entitled to receive a service fee based on 5% of the total number of Chia coin mined during the relevant period, which shall be settled by the Purchaser in Chia coin.

On the same day, the Purchaser entered into the Supplemental Agreement with the Vendor pursuant to which both parties agreed to amend the terms of the Technical Services Agreement to the effect that the ownership of the Equipment shall be transferred to the Purchaser upon the expiry of the term of the Technical Services Agreement. No additional consideration shall be payable by the Purchaser in relation to the transfer of the ownership of the Equipment. The principal terms of the Technical Services Agreement (as amended by the Supplemental Agreement) are set out below:

TECHNICAL SERVICES AGREEMENT

Date:	10 May 2021
Parties:	(1)	福州磐石雲科技有限公司 (Fuzhou Panshi Yun Technology
		Co., Ltd.*), as lessor and service provider; and
	(2)	Seven Elements Interactive Digital Technology Limited, as
		lessee.

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SUPPLEMENTAL AGREEMENT

Date:	10 May 2021
Parties:	(1)	福州磐石雲科技有限公司 (Fuzhou Panshi Yun Technology
		Co., Ltd.*), as vendor; and
	(2)	Seven Elements Interactive Digital Technology Limited, as
		purchaser.

The Vendor is a company established in the PRC with limited liability and is principally engaged in software development, selling of computer software, hardware and auxiliary equipment (both wholesale and retail sales), data processing and storage support services, and information technology consulting services. The ultimate beneficial owners of the Vendor are 謝金龍 (Xie Jinlong*) and 江延銘 (Jiang Yanming*).

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are an Independent Third Parties.

Services to be provided/Assets to be acquired

The Vendor agreed to lease the Equipment as well as provide software and technical services to the Purchaser for the provision of cloud computing and data storage services and for mining of Chia coin for a term of three years. The Equipment consist of 100 units of Huawei Fusion Server Pro 5288 V5, storage facilities and auxiliary parts. Upon the expiry of the term of the Technical Services Agreement, the ownership of the Equipment shall be transferred to the Purchaser.

Consideration

The total consideration (the "Consideration") under the Technical Services Agreement shall be satisfied as follows:

1. as to RMB20,000,000 (equivalent to approximately HK$24,200,000) of the Consideration shall be paid by the Purchaser to the Vendor in cash within three days after the date of the Technical Services Agreement; and
2. as to the service fee based on 5% of the total number of Chia coin mined during the term of the Technical Services Agreement, which shall be settled by the Purchaser in Chia coin.

The Consideration was determined after arm's length negotiations between the Vendor and the Purchaser after taking into account the prevailing market price for similar equipment for provision of cloud computing and data storage services and mining of Chia coin that are charged by other Independent Third Parties.

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INFORMATION ON CHIA COIN

Launched for trading in 2021, Chia coin is a new cryptocurrency that adopts blockchain technology for cloud computing and data storage but uses less energy during the mining process. Chia coin was created in response to concerns over cryptocurrency's energy consumption and is being advertised as a green and eco-friendly alternative to Bitcoin, which is currently the most popular cryptocurrency in the world. In view of the growing concerns over the environmental implications of mining of cryptocurrencies, Chia coin has a competitive advantage over other cryptocurrencies currently available in the market and is therefore expected to become increasingly popular in the future.

REASONS FOR AND BENEFITS OF ENTERING INTO THE TECHNICAL SERVICES AGREEMENT AND SUPPLEMENTAL AGREEMENT

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.

In recent years, the development of cloud computing and data storage technology offers a new way for businesses and individuals to store, process and access large amount of digital data in an efficient and secure manner. The entering into of the Technical Services Agreement and the Supplemental Agreement enables the Group to utilise the Equipment for provision of cloud computing and data storage services and mining of Chia coin by the Group. Having considered (i) the increasing use of blockchain technology and cryptocurrency for practical purposes such as for cloud computing and data storage; (ii) an increasing number of institutional investors and individuals have started to invest in cryptocurrencies and related products such as cryptocurrency ETF, leading to a continuing rise in the prices of cryptocurrencies on a long term basis; (iii) that with the devaluation of the traditional currencies due to quantitative easing measures adopted by various governments in stimulating the economy, there are signs that cryptocurrencies are being regarded as alterative assets with similar nature to that of gold given that there is a limited supply of cryptocurrencies; and (iv) the positive outlook of Chia coin to be developed as one of the major cryptocurrencies, the Board considers that the entering into of the Technical Services Agreement and Supplemental Agreement represents a good opportunity for the Group to develop and expand its cloud computing and data storage services business, to broaden its source of revenue and to maximise the return of the Shareholders. The Group intends to finance the transactions under the Technical Services Agreement (as amended by the Supplemental Agreement) by its internal resources, including part of the net proceeds in the amount of approximately HK$50 million, being the amount allocated for financing the Group's cloud computing and data storage services business, from the placing of new shares by the Company, which was completed on 3 May 2021.

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In view of the above, the Board considers that the entering into of the Technical Services Agreement (as amended by the Supplemental Agreement) and the relevant terms, including the Consideration, are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) for the transactions contemplated under the Technical Services Agreement (as amended by the Supplemental Agreement), on a standalone basis, and when aggregated with the Previous Transactions, are more than 5% but less than 25%, the transactions contemplated under the Technical Services Agreement (as amended by the Supplemental Agreement) constitute a discloseable transaction on the part of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions will have the following meanings unless the context requires otherwise:

"Board"	the board of Directors
"Business Day"	a day (excluding Saturday, Sunday or public holiday) in Hong
	Kong on which licensed banks are generally open for business
	throughout the normal working hours
"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 ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Equipment"	the equipment for provision of cloud computing and data storage
	services and for cryptocurrency mining, which mainly consists
	of 100 units of Huawei Fusion Server Pro 5288 V5, storage
	facilities and auxiliary parts
"Group"	the Company and its subsidiaries

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