Imperium Group Global Holdings Limited

Transcription

1 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 Group Global Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 0776) MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF THE SALE SHARES OF THE TARGET COMPANY Financial adviser to the Company THE AGREEMENTS On 2 May 2018 (after trading hours of the Stock Exchange), the Purchaser, a whollyowned subsidiary of the Company, entered into the (i) First Sale and Purchase Agreement with the First Vendor, pursuant to which the Purchaser has conditionally agreed to acquire and the First Vendor has conditionally agreed to sell the First Sale Shares at the First Consideration of US$3,670,000 (equivalent to approximately HK$28,693,895); and (ii) Second Sale and Purchase Agreement with the Second Vendor and the Third Vendor, pursuant to which the Purchaser has conditionally agreed to acquire and the Second Vendor and the Third Vendor have conditionally agreed to sell the Second Sale Shares and the Third Sale Shares at the Second Consideration and the Third Consideration respectively, of an aggregate amount of US$2 (equivalent to approximately HK$15.6). The Purchaser shall advance a Bridging Loan of up to RM5,500,000 (equivalent to approximately US$1,406,985 and approximately HK$11,000,000) to the Target Company prior to completion of the transactions, which shall be utilised by the Target Company for the repayment of the Outstanding Bank Facilities. 1

2 Upon the First Sale and Purchase Completion and Second Sale and Purchase Completion, the Target Group will become a wholly-owned subsidiary of the Company and accordingly, the financial results of the Target Group will be consolidated into the accounts of the Company. IMPLICATIONS UNDER THE LISTING RULES As the applicable ratios in respect of the Acquisition are greater than 25% but less than 100%, pursuant to Chapter 14 of the Listing Rules, the Agreements and the transactions contemplated thereunder constitutes a major transaction for the Company and is subject to the reporting, announcement and shareholders approval requirements under the Listing Rules. A circular containing, among other things, (i) further details of the Agreements and the transactions contemplated thereunder; (ii) other information as required to be disclosed under the Listing Rules; and (iii) the notice of the EGM and a form of proxy is expected to be despatched to the Shareholders on or before 24 May As the First Sale and Purchase Completion and the Second Sale and Purchase Completion are subject to the fulfilment or waiver of the First Sale and Purchase Conditions and the Second Sale and Purchase Conditions respectively, the Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in securities of the Company. INTRODUCTION On 2 May 2018 (after trading hours of the Stock Exchange), the Purchaser, a wholly-owned subsidiary of the Company, entered into the (i) First Sale and Purchase Agreement with the First Vendor, pursuant to which the Purchaser has conditionally agreed to acquire and the First Vendor has conditionally agreed to sell the First Sale Shares at the First Consideration of US$3,670,000 (equivalent to approximately HK$28,693,895); and (ii) Second Sale and Purchase Agreement with the Second Vendor and the Third Vendor, pursuant to which the Purchaser has conditionally agreed to acquire and the Second Vendor and the Third Vendor have conditionally agreed to sell the Second Sale Shares and the Third Sale Shares at the Second Consideration and the Third Consideration respectively, of an aggregate amount of US$2) (equivalent to approximately HK$15.6). The Purchaser shall advance the Bridging Loan of up to RM5,500,000 (equivalent to approximately US$1,406,985 and approximately HK$11,000,000) to the Target Company prior to completion of the transactions, which shall be utilised by the Target Company for the repayment of the Outstanding Bank Facilities. 2

3 THE ACQUISITION Principal terms of the Agreements The principal terms of the Agreements are as follows: (i) The First Sale and Purchase Agreement Date : 2 May 2018 Parties : 1. First Vendor and (ii) The Second Sale and Purchase Agreement Date : 2 May 2018 Parties : 1. Second Vendor; 2. Purchaser, a wholly-owned subsidiary of the Company 2. Third Vendor; and 3. Purchaser, a wholly-owned subsidiary of the Company As at the date of this announcement, the First Vendor is a Singapore-based company whose principal activities are those relating to investment holding, provision of management services to its subsidiaries, and the production and distribution of media products and services. The Second Vendor and the Third Vendor are senior executive of the Target Company. To the best of the Directors knowledge, information and belief having made all reasonable enquiry, each of the Vendors, and where applicable, their respective ultimate beneficial owners are Independent Third Parties. Assets to be acquired Pursuant to the First Sale and Purchase Agreement, the Purchaser has conditionally agreed to acquire and the First Vendor has conditionally agreed to sell the First Sale Shares, representing approximately 59% of the entire issued share capital of the Target Company. Pursuant to the Second Sale and Purchase Agreement, the Purchaser has conditionally agreed to acquire and the Second Vendor and the Third Vendor have conditionally agreed to sell the Second Sale Shares and Third Sale Shares respectively, collectively representing approximately 41% of the entire issued share capital of the Target Company. 3

4 Details of the Target Group are set out in the section headed INFORMATION OF THE TARGET GROUP below. Total Consideration The Total Consideration is approximately US$5,076,987 (equivalent to approximately HK$39,694,423). The breakdown is set out as follows: First Consideration (including the non-refundable deposit of US$200,000) 3,670,000 Second Consideration 1 Third Consideration 1 Bridging Loan 1,406,985 Total Consideration 5,076,987 Pursuant to the First Sale and Purchase Agreement, the First Consideration of US$3,670,000 (approximately HK$28,693,895 shall be paid by the Purchaser to the First Vendor in the following manner: US$ (i) a non-refundable deposit of US$200,000 (equivalent to approximately HK$1,563,700) shall be paid in cash immediately and contemporaneously with the execution of the First Sale and Purchase Agreement; and (ii) the remaining balance of US$3,470,000 (approximately equivalent to HK$27,130,195) shall be paid in cash on the First Sale and Purchase Completion Date. The non-refundable deposit shall only be refunded by the First Vendor to the Purchaser in the event that the First Sale and Purchase Agreement is not or cannot be completed solely and directly as a result of either (a) the First Vendor failing to have clean title over the First Sale Shares; or (b) the First Vendor terminating the First Sale and Purchase Agreement without cause and/or reason. The Second Consideration and the Third Consideration of US$1 each shall be settled in cash by the Purchaser to the Second Vendor and the Third Vendor respectively at the Second Sale and Purchase Completion Date. Pursuant to the Agreements, the Purchaser shall advance the Bridging Loan of up to RM5,500,000 (equivalent to approximately US$1,406,985 and approximately HK$11,000,000) to the Company prior to the First Sale and Purchase Completion and the Second Sale and Purchase Completion, which shall be utilised by the Company for the repayment of the Outstanding Bank Facilities. 4

5 The Total Consideration was arrived at after arm s length negotiation between the Company and the Target Company taking into account of (i) the existing principal businesses of the Target Group; (ii) the preliminary valuation prepared by Jones Lang LaSalle Corporate Appraisal and Advisory Limited, an independent valuer, in respect of the preliminary value of the major assets held by the Target Company in the amount of US$5,115,000 (equivalent to approximately HK$39,991,628) as at 31 December 2017; (iii) the terms of the release and discharge agreements; and (iv) the business prospects of the Target Group, in particular, (a) the business potential in branding promotion activities of the Target Group and its well established network in the South East Asian market; (b) the Target Group s advantage in negotiating with reputable mobile game developers; and (c) strengthening the Group s expertise in this segment. The Total Consideration will be funded by internal resources of the Group. The Director considers that the Total Consideration to be fair and reasonable and on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. Conditions precedent (i) First Sale and Purchase Conditions Pursuant to the First Sale and Purchase Agreement, the First Sale and Purchase Completion shall be conditional upon and subject to: (a) (b) (c) (d) (e) the Purchaser shall advance the Bridging Loan of up to RM5,500,000 (equivalent to approximately US$1,406,985 and approximately HK$11,000,000) to the Target Company prior to the First Sale and Purchase Completion, which shall be utilised by the Target Company for the repayment of the Outstanding Bank Facilities. all necessary consents, licences and approvals required to be obtained on the part of the First Vendor and the Target Company in respect of the First Sale and Purchase Agreement and the transactions contemplated thereunder having been obtained and remain in full force and effect; all necessary consents, licences and approvals required to be obtained on the part of the Purchaser in respect of the First Sale and Purchase Agreement and the transactions contemplated thereunder having been obtained and remain in full force and effect; the reasonably satisfactory completion of a due diligence review by the Purchaser and its authorized agents and representatives into the title of the First Sale Shares; the warranties of the First Vendor as set out in the First Sale and Purchase Agreement having remained true, accurate in all respects; 5

6 (f) (g) (h) (i) the warranties of the Purchaser as set out in the First Sale and Purchase Agreement having remained true, accurate in all respects; the Shareholders passing at an extraordinary general meeting of the Company an ordinary resolution approving the First Sale and Purchase Agreement and the transactions contemplated thereunder; the Company having procured the full settlement of the Outstanding Bank Facilities by Cubinet Holdings; and the Second Sale and Purchase Agreement having become unconditional (other than the condition for the First Sales and Purchase Agreement to become unconditional). The parties under the First Sale and Purchase Agreement shall each use their reasonable endeavours to procure (so far as each of them is able to do so) the fulfilment of the First Sale and Purchase Conditions as soon as possible and in any event within the Condition Period. The Purchaser may waive any of the First Sale and Purchase Conditions (d) and (e) as set out above (to the extent it is capable of being waived). The First Vendor may waive the First Sale and Purchase Conditions (f) as set out above (to the extent it is capable of being waived). Other conditions above are not capable of being waived by either party to the First Sale and Purchase Agreement. If the First Sale and Purchase Conditions have not been satisfied or waived (as the case may be) at or before 12:00 noon on the last day of the Condition Period, the First Vendor and the Purchaser may mutually agree to extend the Condition Period for a further period to fulfil the First Sale and Purchase Conditions or the Purchase may, by written notice to the First Vendor, terminate the First Sale and Purchase Agreement and the First Sale and Purchase Agreement shall cease to be of any effect except certain clauses which shall remain in force in accordance to the terms of the First Sale and Purchase Agreement. (ii) Second Sale and Purchase Conditions Pursuant to the Second Sale and Purchase Agreement, the Second Sale and Purchase Completion shall be conditional upon and subject to: (a) the Purchaser having completed and being reasonably satisfied with the results of the due diligence review on the accounting, tax, legal, operational, strategic, financial and other affairs of the Target Group which the Purchaser, its agents or professional advisers consider necessary and appropriate; (b) all necessary consents, licences and approvals required to be obtained on the part of the Second Vendor, the Third Vendor and the Target Company in respect of the Second Sale and Purchase Agreement and the transactions contemplated thereunder having been obtained and remain in full force and effect; 6

7 (c) all necessary consents, licences and approvals required to be obtained on the part of the Purchaser in respect of the Second Sale and Purchase Agreement and the transactions contemplated thereunder having been obtained and remain in full force and effect; (d) the warranties of the Second Vendor and Third Vendor as set out in the Second Sale and Purchase Agreement having remained true, accurate in all respects; (e) (f) (g) (h) the warranties of the Purchaser as set out in the Second Sale and Purchase Agreement having remained true, accurate in all respects; the Shareholders passing at an extraordinary general meeting of the Company an ordinary resolution approving the Second Sale and Purchase Agreement and the transactions contemplated thereunder; the Company having procured the full settlement of the Outstanding Bank Facilities by Cubinet Holdings; and the First Sale and Purchase Agreement having become unconditional (other than the condition for the Second Sale and Purchase Agreement to become unconditional). The Purchaser may at its absolute discretion at any time waive in writing any of the Second Sale and Purchase Conditions (a) and (d) as set out above (to the extent it is capable of being waived) and such waiver may be made subject to such terms and conditions as are determined by the Purchaser. The Second Vendor and Third Vendor may at their absolute discretion at any time waive in writing any of the Second Sale and Purchase Conditions (e) as set out above (to the extent it is capable of being waived) and such waiver may be made subject to such terms and conditions as are determined by the Second Vendor and Third Vendor. Other conditions above are not capable of being waived by any party to the Second Sale and Purchase Agreement. If the Second Sale and Purchase Conditions as set out above have not been satisfied (or as the case may be, waived) at or before 12:00 noon on 31 August 2018, or such later date as the Second Vendor, Third Vendor and the Purchaser may agree, the Second Sale and Purchase Agreement shall cease and determine pursuant to the terms of the Second Sale and Purchase Agreement and thereafter neither party hereto shall have any obligations and liabilities thereunder save for any antecedent breaches of the terms hereof. Completion First Sale and Purchase Completion and the Second Sale and Purchase Completion Subject to the First Sale and Purchase Conditions set out in the sub-section headed First Sale and Purchase Conditions above, the First Sale and Purchase Completion shall take place contemporaneously with the Second Sale and Purchase Completion. 7

8 Subject to the Second Sale and Purchase Conditions set out in the sub-section headed Second Sale and Purchase Conditions above, the Second Sale and Purchase Completion shall take place contemporaneously with the First Sale and Purchase Completion. Upon the First Sale and Purchase Completion and Second Sale and Purchase Completion, the Target Group will become a subsidiary of the Company and accordingly, the financial results of the Target Group will be consolidated into the accounts of the Company. Release and discharge agreements At Completion, each of the Vendors, the Target Company and its subsidiaries shall enter into the release and discharge agreements pursuant to which, among others terms, the entire amount of the Shareholder s Loan will be waived. Service agreements Pursuant to the Second Sale and Purchase Agreement, upon the Second Sale and Purchase Completion, the Second Vendor, the Third Vendor and the Target Company will enter into the service agreements for a term of two years with effect from the Second Sale and Purchase Completion Date. The Second Vendor and the Third Vendor would continue to manage the Target Company as well as serving as senior executive for the Group s mobile game business. INFORMATION OF THE TARGET GROUP The Target Company is a private company limited by shares incorporated and validly existing under the laws of Malaysia. The Target Company is an investment holding company, together with its subsidiaries engaged in the principal activities of providing portal solutions to game publishing companies, publishing and distributing games, licensing game contents and game development, marketing licensed game titles, operating game community platforms. The Target Company operates an extensive publishing network in the South East Asia region (including Malaysia, Thailand, the Philippines and Vietnam). As at the date of this announcement, the Target Company has an issued and paid up share capital of RM6,048,780 (equivalent to approximately HK$11,959,950) divided into 6,048,780 ordinary shares (assuming that there will be no other changes in the issued share capital of the Target Company). The Target Company has three substantial shareholders, namely the First Vendor which holds approximately 59.0% of the total issued capital of the Target Company and the Second Vendor and the Third Vendor each holding approximately 20.5% of the total issued capital of the Target Company. 8

9 Primary tangible asset of the Target Group The primary tangible asset of the Target Company is an office suite with 7 units located at VSQ@PJ City Centre, Block 6, Jalan Utara, Petaling Jaya, Selangor, Malaysia, with a total provisional floor area of 23,730 sq. ft. The office suite is valued at approximately US$3,519,000 (equivalent to approximately HK$27,513,302) based on the preliminary valuation report as at 31 December Financial information of the Target Group Set out below is the summary of the key financial information extracted from the audited consolidated financial statement of the Target Group for the year ended 31 March 2017 and the unaudited consolidated financial statement of the Target Group for the year ended 31 March 2018: For the year ended 31 March 2018 RM (unaudited) For the year ended 31 March 2017 RM (audited) Revenue 12,040,694 14,426,889 Net profit/(loss) before taxation 5,989,829 (2,142,267) Net profit/(loss) after taxation 5,904,125 (2,324,004) The unaudited consolidated total asset value and net liabilities of the Target Group as at 31 March 2018 were RM20,343,412 (equivalent to approximately HK$40,686,824) and RM14,387,593 (equivalent to approximately HK$28,775,186) respectively. The net liabilities of the Target Group was determined after deducting the Shareholder s Loan and the Outstanding Bank Facilities. REASONS FOR AND BENEFITS OF THE ACQUISITION The principal activity of the Company is investment holding. The subsidiaries of the Company are principally engaged in the manufacture and sale of furnishings, home products and accessories primarily used in kitchen and bathrooms, property investment, the money lending business and mobile game business. As the PRC economy has been moving in a slowdown phase after having achieved an average annual growth rate of 9% during the past two decades. The overall manufacturing business in the PRC is severally affected by weak customer demand. The Directors are expecting the Group will operate in a challenging environment for the household products business in the coming years, due to the overall background of severe growth pressure exerting on both global and domestic economy. 9

10 While the Group will continue to focus on its core businesses, the Group would from time to time identify business opportunities that could broaden the income base of the Group and create maximum return to the Shareholders. As stated in the announcements of the Company dated 19 October 2017, 26 October 2017, 2 November 2017 and 29 December 2017, the Board believes that by entering into varies license agreements in relation to mobile game business represents a good opportunity for the Group to establish strategic alliance with mobile game developers and gain exposure to different mobile game markets. Such arrangements also facilitate the Group to tap into the fast-growing mobile game market and diversify its business in order to maximize the return of the Shareholders. Overview of the size/trend for the mobile game markets Taiwan According to an Asian games market researcher Niko Partners, despite a population ranking 55th in the world, Taiwan is the 15th largest PC and mobile games market worldwide, generating over US$1.26 billion in Niko Partners is expecting the Taiwanese game market will grow from approximately US$1.26 billion in 2016 to approximately $2.8 billion by In addition, Mobile games have become the largest segment, currently accounting for approximately 53% of the total PC and mobile games market revenue and projected to rise to approximately 60% with more than half of Taiwan s population playing mobile games by Hong Kong & Macau A market and consumer data provider Statista has stated that the mobile games market in Hong Kong recorded a revenue of approximately US$125 million in The Hong Kong mobile game market had 2.28 million active paying customers (or accounts) in 2017 and penetration rate is increasing (i.e. from 30.82% in 2017 to an estimated penetration rate of approximately 52% in 2022), the revenue of the Hong Kong mobile games market is expected to generate approximately US$260 million in Furthermore, in response to the Hong Kong Financial Secretary s invitation in the Budget, Hong Kong Cyberport Management Company Limited has studied the latest technology and products development in relation to e-sports and explored further promotion of e-sports in Hong Kong. Through the governmental promotion in e-sport and the related industries, the mobile game industry might able to leverage from such promotion. Macau has a relatively small population with a population of approximately 600 thousand. According to Newzoo, a market researcher, estimated that Macau will generate a total revenue in mobile game market of approximately US$33 million in 2017 and ranked at 82 out of 100 countries. 10

11 Southeast Asia According to a Niko Partners, Southeast Asia s PC online and mobile game revenue is projected to reach approximately US$1.1 billion by the end of 2017 and it could rise to approximately US$2.4 billion by Niko Partners further stated that the number of mobile gamers in Southeast Asia is projected to pass 170 million by the end of 2017 and raise to more than approximately 250 million by While the mobile game revenue is expected to surpass PC game revenue in Attractiveness of the mobile game industry The increasing 3G/4G internet penetration rate in Taiwan, Hong Kong, Macau and Southeast Asia and the trend of playing mobile games on smartphones and tablets are favourable factors propelling the demand for mobile games, creating opportunities for mobile games publishers. A market and consumer data provider Statista has estimated that the total number of active paying customers (or accounts) of the mobile game market in Asia will reach to approximately million in 2018 and the total number of active paying customers (or accounts) of the mobile game market in Asia is estimated to be approximately million in 2022, representing an increase of 25.4%. According to an article issued by Newzoo on 28 November 2017, global mobile gaming will generate approximately US$57.9 billion in 2018, representing approximately 46.2% of all global game revenues (including computer, console and mobile game). More than three-quarters of this, or approximately US$45.1 billion, will come from smartphone gaming, with tablet games accounting for the remaining US$12.8 billion and it is expected that mobile gaming will account for approximately 49.0% of the global games market or approximately US$65.2 billion in As further noted from another article issued by Newzoo on 20 April 2017, tablet unit sales have plummeted over the years, but with approximately 280 million tablets used actively around the world, the segment contributes significantly to the success of mobile games. Furthermore, the Asia and Pacific territories will generate approximately US$51.2 billion in 2017, or approximately 47% of total global game revenues. This growth represents a year-on-year increase of approximately 9.2%. The fastest-growing region in the coming years will be the rest of Asia (without China, Japan, and Korea), with total game revenues growing to approximately US$10.5 billion in 2020, up from $4.5 billion in It is the Group s intension to tap into the fast-growing mobile gaming industry. Given the above-mentioned information, the Directors are of the view that the Acquisition allows the Group to leverage on the Target Group s off-the-shelf platform, its network in South East Asia to reach out the uncharted territories which is the market that the Group has not pervious explored and its local knowledge to further develop the Group s mobile gaming segment. Hence, the Directors are of the view that the Acquisition is in line with the Group s intention to broaden the income base of the Group and create maximum return to the Shareholders. Therefore, the Directors consider that the terms of the Agreements are fair and reasonable and is in the interests of the Shareholders and the Company as a whole. 11

12 IMPLICATIONS UNDER THE LISTING RULES As the applicable ratios in respect of the Agreements are greater than 25% but less than 100% pursuant to Chapter 14 of the Listing Rules, the Agreements and the transactions contemplated thereunder constitutes a major transaction for the Company and is subject to the reporting, announcement and shareholders approval requirements under the Listing Rules. A circular containing, among other things, (i) further details of the Agreements and the transactions contemplated thereunder; (ii) other information as required to be disclosed under the Listing Rules; and (iii) the notice of the EGM and a form of proxy is expected to be despatched to the Shareholders on or before 24 May WARNING As the First Sale and Purchase Completion and the Second Sale and Purchase Completion, are subject to the fulfilment or waiver of the First Sale and Purchase Conditions, the Second Sale and Purchase Conditions respectively, the Acquisition may or may not proceed. Shareholders and potential investors should exercise caution when dealing in securities of the Company. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings: Acquisition Agreements associates Board Bridging Loan Business Days an acquisition of the Sale Shares under the Agreements First Sale and Purchase Agreement and Second Sale and Purchase Agreement has the meaning ascribed to it under the Listing Rules the board of Directors a loan of RM5,500,000 (equivalent to approximately US$1,406,985 and approximately HK$11,000,000) to be provided by the Purchaser to the Target Company pursuant to the terms and conditions of the Agreements a day (excluding Saturday, Sunday and public holiday) on which licensed banks in Malaysia are generally open for business 12

13 Company Cubinet Holdings Condition Period connected person controlling shareholder Directors First Consideration First Sale and Purchase Agreement First Sale and Purchase Completion First Sale and Purchase Completion Date First Sale and Purchase Conditions First Sale Shares Group Hong Kong Imperium Group Global Holdings Limited, is a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 776) Cubinet Interactive Holdings Sdn. Bhd, a company incorporated under the laws of Malaysia and a whollyowned subsidiary of the Target Company the period commencing on the day immediately after the date of the Agreements and ending on 31 August 2018 has the meaning ascribed to it under the Listing Rules has the meaning ascribed to it under the Listing Rules directors of the Company the consideration of US$3,670,000 (equivalent to approximately HK$28,693,895) to be satisfied by the Purchaser to the First Vendor for the sale and purchase of the First Sale Shares the sale and purchase agreement dated 2 May 2018 entered into among the Purchaser and the First Vendor in relation to the sale and purchase of the First Sale Shares completion of the sale and purchase of the First Sale Shares the date falling on the third Business Day after the fulfillment (or waiver) of the First Sale and Purchase Conditions (or such other date as may be agreed in writing between the Purchaser and the First Vendor) the conditions precedent under the First Sale and Purchase Agreement 3,568,780 issued and fully paid ordinary shares in the share capital of the Target Company, representing approximately 59% of the entire issued share capital in the Target Company the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC 13

14 Independent Third Party(ies) any person(s) or company(ies) and their respective ultimate beneficial owner(s) are third parties independent of the Group and its connected persons in accordance with the Listing Rules Listing Committee Listing Rules the Listing Committee of the Stock Exchange the Rules Governing the Listing of Securities on the Stock Exchange Mediacorp or First Vendor Mediacorp Pte Ltd., a company incorporated under the laws of Singapore with limited liability Newzoo Outstanding Bank Facilities PRC a market intelligence provider covering the global games, esports, and mobile markets and offers an extensive range of solutions, including consumer insights, device and app data, market sizing and forecasting, custom research, and advisory services. the facility agreement dated 16 October 2009 with an outstanding amount of RM2,552,875 (equivalent to approximately HK$5,105,750) as at 31 March 2018 and the facility agreement dated 9 July 2009 with an outstanding amount of RM2,679,780 (equivalent to approximately HK$5,359,560) as at 31 March 2018 the Peoples Republic of China, for the purposes of this announcement and for geographical reference only, excludes Taiwan, the Macao Special Administrative Region and Hong Kong Properties an office suite with 7 units located approximately 7 kilometers to the south-west of the Kuala Lumpur city center, with a total provisional floor area of 23,730 sq. ft. Purchaser RM Apex Empire International Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company Malaysian Ringgit, the lawful currency of Malaysia 14

15 Sale Shares Second Consideration Second Sale and Purchase Agreement Second Sale and Purchase Completion Second Sale and Purchase Completion Date Second Sale and Purchase Conditions Second Sale Shares Second Vendor SFC Share(s) Shareholders Shareholder s Loan Stock Exchange Takeovers Code First Sale Shares, Second Sale Shares and Third Sale Shares, collectively representing the entire issued share capital of the Target Company the consideration of US$1 to be satisfied by the Purchaser to the Second Vendor for the sale and purchase of the Second Sale Shares the sale and purchase agreement dated 2 May 2018 entered into among the Purchaser and the Second Vendor and Third Vendor in relation to the sale and purchase of the Second Sale Shares and the Third Sale Shares completion of the sale and purchase of Second Sale Shares and Third Sale Shares the date falling on the third Business Day after the fulfillment (or waiver) of the Second Sale and Purchase Conditions or such other date as the Purchaser, the Second Vendor and the Third Vendor may agree in writing the conditions precedent under the Second Sale and Purchase Agreement 1,240,000 issued shares in the share capital of the Target Company, representing approximately 20.5% of the entire issued share capital in the Target Company Choe Yang Yeat the Securities and Futures Commission of Hong Kong ordinary share(s) of HK$0.01 each of the Company holder(s) of issued Shares the shareholder s loan in the sum of approximately US$5,387,700 (equivalent to approximately HK$42,123,732) owed by the Target Company to the First Vendor as at the date of this announcement The Stock Exchange of Hong Kong Limited the Code on Takeovers and Mergers of Hong Kong 15

16 Target Company Target Groups Third Consideration Third Sale Shares Third Vendor Total Consideration US$ Vendors HK$ Cubinet Interactive (MSC) Sdn. Bhd., a company incorporated under the laws of Malaysia Target Company and its subsidiaries the consideration of US$1 to be satisfied by the Purchaser to the Third Vendor for the sale and purchase of the Third Sale Shares 1,240,000 issued shares in the share capital of the Target Company, representing approximately 20.5% of the entire issued share capital in the Target Company Lim Hock Yew the total consideration for the Acquisition and the Bridging Loan to be provided to the Target Company United States dollars, the lawful currency of the United States of America First Vendor, Second Vendor and Third Vendor Hong Kong dollars, the lawful currency of Hong Kong % per cent Unless otherwise specified, in this announcement, the conversions of RM into HK$ and the conversions of US$ into HK$ are based on the exchange rate of RM1.00 = HK$ and US$1.00 = HK$ respectively for illustration purpose only. Hong Kong, 2 May 2018 By Order of the Board Imperium Group Global Holdings Limited Cheng Ting Kong Chairman As at the date of this announcement, the executive Directors are Mr. Cheng Ting Kong, Ms. Yeung So Mui, Mr. Luk Wai Keung and Mr. Leung Kwok Yin; and the independent non-executive Directors are Mr. Fung Tze Wa, Mr. Ting Wong Kacee and Mr. Tse Ting Kwan. 16