Ye Guanhua (the "Vendor") entered into the Sale and Purchase Agreement, pursuant to which the Purchaser has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Sale Shares, representing the entire issued share capital of the Target Group.

Target Group

The Target Group is a leading service and application organization specialised in deep neural network, artificial intelligence, distributed computing and quantitative trading algorithms. As at the date of this announcement, the Target Group is wholly-owned by the Vendor. The Target Group is an approved manager in the BVI, which allows it to act as manager or advisor to investment funds in the BVI. It offers a wide range of services to investment funds, including providing technical support through cutting-edge technology, distributed neural network algorithms, and robust risk control modules.

Furthermore, the Target Group and its management team has a well-established record in providing financial services to its customers as it recorded unaudited profit of over HK$31.7 million for the period from 20 September 2022 (the date of incorporation) up to 31 December 2023. The unaudited total assets of the Target Group as at 31 December 2023 was approximately HK$49.8 million.

Consideration

Subject to the possible adjustment to the Consideration as set out in the "Profit Guarantee", the Consideration of HK$620,520,000 shall be satisfied by (i) cash in the sum of HK$30,000,000 upon Completion; and (ii) the Company to allot and issue 105,000,000 Consideration Shares at the Issue Price of HK$5.624 per Consideration Share to the Vendor (or his nominee(s)) upon Completion. The Consideration Shares will be allotted and issued pursuant to the General Mandate and shall rank pari passu with the Shares in issue. The Consideration Shares represent approximately 19.54% of the issued share capital of the Company as at the date of this announcement and approximately 16.35% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares (assuming there being no other change to the issued share capital of the Company). Upon Completion, the Target Company will become a wholly-owned subsidiary of the Company and accordingly, the financial results of the Target Group will be consolidated into the financial statements of the Company.

Profit Guarantee

The Vendor guarantees to the Purchaser that the aggregate actual profit before tax generated by the Target Group (the "Actual Profit") for the three years ending 31 December 2026 shall not be less than HK$270,000,000 in aggregate (the "Profit Guarantee"). In the event the Actual Profit falls below the guaranteed net profit pursuant to the Profit Guarantee, the number of PG-linked Consideration Shares to be released by the Escrow Agent to the Vendor shall be reduced based on the agreed formula.

Benefits

The Group has made progress in seeking breakthrough in utilising algorithmic trading and artificial intelligence trading technology to its asset management and other related financial services business. Leveraging on algorithmic trading and artificial intelligence trading technology of the Company, and the artificial intelligence, distributed computing and quantitative trading algorithms possessed by the Target Group, the Group considers the Acquisition may supplement the Company's securities brokerage and asset management business to provide a comprehensive range of asset management and other related financial service to its customers.

In addition, the Group believes that the Target Group may further improve the income stream and profitability for the Company. Taking into account of the above, the Directors are of the view that the terms of the Sale and Purchase Agreement, including the Consideration, are fair and reasonable and the entering into the Sale and Purchase Agreement is in the interest of the Company and the Shareholders as a whole.

Hashtag: #InternationalGeniusCompany

The issuer is solely responsible for the content of this announcement.

International Genius Company

International Genius Company is an artificial intelligence -based financial institution seeking breakthrough in utilising algorithmic trading and artificial intelligence trading technology to its asset management and other related financial services business. The Group offers services including party product trading, financial services, advancing business, and commodities trading. The Group is committed to be a top-tier financial institution, project investor and asset manager.

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