HONG KONG SAR - Media OutReach Newswire - 22 March 2024 – International Genius Company ("IGC" or the "Company", together with its subsidiaries, the "Group", stock code: 0033.HK) is pleased to announce that, in relation to the acquisition of the entire issued share capital of Deep Neural Computing Company Limited ("Deep Neural Computing"), all conditions precedent under the Sale and Purchase Agreement were satisfied and the Completion took place on 22 March 2024. Accordingly, 21,000,000 Consideration Shares have been allotted and issued to the Vendor on 22 March 2024. Upon completion, Deep Neural Computing become a wholly-owned subsidiary of the Company.

Subject to (i) the Profit Guarantee or the Early Release Arrangement, and the Management Lock-up Period being fulfilled; and (ii) the allotment and issuance of the remaining Consideration Shares not resulting in the Company failing to meet the minimum public float requirement under the Listing Rules, a maximum of 84,000,000 Consideration Shares will be allotted and issued to the Vendor pursuant to the Sale and Purchase Agreement.

About Deep Neural Computing

Deep Neural Computing is a leading service and application organization specialised in deep neural network, artificial intelligence, distributed computing, and quantitative trading algorithms. It 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.

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.

Profit Guarantee

The Vendor guarantees to the Purchaser that the aggregate actual profit before tax generated by the Deep Neural Computing (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 breakthroughs in utilising algorithmic trading and artificial intelligence trading technology to 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 Deep Neural Computing, 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 acquisition may further improve the income stream and profitability for the Company.