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Brainhole Technology Limited Capital/Financing Update 2023

Dec 20, 2023

50444_rns_2023-12-20_5ce30f3d-f4a0-4a4a-b406-653543d5996b.pdf

Capital/Financing Update

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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.

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BRAINHOLE TECHNOLOGY LIMITED ��������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2203)

(1) DISCLOSEABLE TRANSACTION IN RELATION TO FURTHER ACQUISITIONS OF LISTED SECURITIES; AND (2) DISCLOSEABLE TRANSACTION IN RELATION TO FURTHER DISPOSALS OF LISTED SECURITIES

The Board announces that the Company has entered into the following transactions involving acquisitions and disposals of listed securities.

Further Acquisition of Coinbase Shares

On 19 December 2023 (after trading hours of the Stock Exchange), further to the acquisition of 10,700 Coinbase Shares as disclosed in the in the announcement of the Company dated 5 December 2023, the Company has further acquired an aggregate of 3,200 Coinbase Shares through the open market at an aggregate consideration of approximately US$0.5 million (equivalent to approximately HK$4.0 million) (excluding transaction costs).

Further Acquisition of Affirm Shares

On 19 December 2023 (after trading hours of the Stock Exchange), further to the acquisition of 33,500 Affirm Shares as disclosed in the in the announcement of the Company dated 15 December 2023, the Company has acquired an aggregate of 15,700 Affirm Shares through the open market at an aggregate consideration of approximately US$0.8 million (equivalent to approximately HK$6.0 million) (excluding transaction costs).

– 1 –

Further Disposal of DraftKings Shares

On 19 December 2023 (after trading hours of the Stock Exchange), further to the disposal of 29,900 DraftKings Shares as disclosed in the announcement of the Company dated 15 December 2023, the Company has further disposed of an aggregate of 7,100 DraftKings Shares through the open market at an aggregate consideration of approximately US$0.3 million (equivalent to approximately HK$2.0 million) (excluding transaction costs).

Further Disposal of NVIDIA Shares

On 19 December 2023 (after trading hours of the Stock Exchange), further to the disposal of 1,970 NVIDIA Shares as disclosed in the announcement of the Company dated 5 December 2023, the Company has further disposed of an aggregate of 1,560 NVIDIA Shares through the open market at an aggregate consideration of approximately US$0.8 million (equivalent to approximately HK$6.0 million) (excluding transaction costs).

Further Disposal of Super Micro Shares

On 19 December 2023 (after trading hours of the Stock Exchange), further to the Previous Disposals of Super Micro Shares as disclosed in the Previous Announcements, the Company has further disposed of an aggregate of 810 Super Micro Shares through the open market at an aggregate consideration of approximately US$0.3 million (equivalent to approximately HK$2.0 million) (excluding transaction costs).

LISTING RULES IMPLICATION

Further Acquisition of Coinbase Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Acquisition of Coinbase Shares and the Further Acquisition of Coinbase Shares involve the acquisition of Coinbase Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$2.0 million (equivalent to approximately HK$15.9 million).

The Further Acquisition of Coinbase Shares, on a standalone basis, does not constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Acquisition of Coinbase Shares and the Further Acquisition of Coinbase Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Further Acquisition of Coinbase Shares, when aggregated with the Acquisition of Coinbase Shares as a whole, constitute a discloseable transaction on the part of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

– 2 –

Further Acquisition of Affirm Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Acquisition of Affirm Shares and the Further Acquisition of Affirm Shares involve the acquisition of Affirm Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$2.3 million (equivalent to approximately HK$18.0 million).

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the (i) Further Acquisition of Affirm Shares (standing alone) and (ii) Acquisition of Affirm Shares and Further Acquisition of Affirm Shares (in aggregate) exceed 5% but all are less than 25%, the Further Acquisition of Affirm Shares constitutes a discloseable transaction on the part of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

Further Disposal of DraftKings Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Disposal of DraftKings Shares and the Further Disposal of DraftKings Shares involve the disposal of DraftKings Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$1.4 million (equivalent to approximately HK$11.0 million).

The Further Disposal of DraftKings Shares, on a standalone basis, does not constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Disposal of DraftKings Shares and the Further Disposal of DraftKings Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Further Disposal of DraftKings Shares, when aggregated with the Disposal of DraftKings Shares as a whole, constitute a discloseable transaction on the part of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

Further Disposal of NVIDIA Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Disposal of NVIDIA Shares and the Further Disposal of NVIDIA Shares involve the disposal of NVIDIA Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$1.7 million (equivalent to approximately HK$13.0 million).

– 3 –

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the (i) Further Disposal of NVIDIA Shares (standing alone) and (ii) Disposal of NVIDIA Shares and Further Disposal of NVIDIA Shares (in aggregate) exceed 5% but all are less than 25%, the Further Disposal of NVIDIA Shares constitutes a discloseable transaction on the part of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

Further Disposal of Super Micro Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Previous Disposals of Super Micro Shares and the Further Disposal of Super Micro Shares involve the disposal of Super Micro Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$1.4 million (equivalent to approximately HK$11.0 million).

The Further Disposal of Super Micro Shares, on a standalone basis, does not constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Previous Disposals of Super Micro Shares and the Further Disposal of Super Micro Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Further Disposal of Super Micro Shares, when aggregated with the Previous Disposals of Super Micro Shares as a whole, constitute a discloseable transaction on the part of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

The Board announces that the Company has entered into the following transactions involving acquisitions and disposals of listed securities.

Further Acquisition of Coinbase Shares

On 19 December 2023 (after trading hours of the Stock Exchange), further to the acquisition of 10,700 Coinbase Shares as disclosed in the announcement of the Company dated 5 December 2023, the Company has further acquired an aggregate of 3,200 Coinbase Shares through the open market at an aggregate consideration of approximately US$0.5 million (equivalent to approximately HK$4.0 million) (excluding transaction costs). The average price (excluding transaction costs) for the further acquisition of each Coinbase Share was approximately US$160.5 (equivalent to approximately HK$1,248.69). The aggregate consideration of approximately US$0.5 million (equivalent to approximately HK$4.0 million) (excluding transaction costs) was financed by the Group’s existing internal financial resources.

– 4 –

As the Further Acquisition of Coinbase Shares was conducted in the open market, the identities of the counterparties of the acquired Coinbase Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the acquired Coinbase Shares are Independent Third Parties.

Further Acquisition of Affirm Shares

On 19 December 2023 (after trading hours of the Stock Exchange), further to the acquisition of 33,500 Affirm Shares as disclosed in the announcement of the Company dated 15 December 2023, the Company has further acquired an aggregate of 15,700 Affirm Shares through the open market at an aggregate consideration of approximately US$0.8 million (equivalent to approximately HK$6.0 million) (excluding transaction costs). The average price (excluding transaction costs) for the further acquisition of each Coinbase Share was approximately US$49.29 (equivalent to approximately HK$383.46). The aggregate consideration of approximately US$0.8 million (equivalent to approximately HK$6.0 million) (excluding transaction costs) was financed by the Group’s existing internal financial resources.

As the Further Acquisition of Affirm Shares was conducted in the open market, the identities of the counterparties of the acquired Affirm Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the acquired Affirm Shares are Independent Third Parties.

Further Disposal of DraftKings Shares

On 19 December 2023 (after trading hours of the Stock Exchange), further to the disposal of 29,900 DraftKings Shares as disclosed in the announcement of the Company dated 15 December 2023, the Company has further disposed of an aggregate of 7,100 DraftKings Shares through the open market at an aggregate consideration of approximately US$0.3 million (equivalent to approximately HK$2.0 million) (excluding transaction costs) (excluding transaction costs), which are receivable in cash on settlement. The average price (excluding transaction costs) for the disposal of each DraftKings Share was approximately US$35.92 (equivalent to approximately HK$279.42).

As the Further Disposal of DraftKings Shares was conducted in the open market, the identities of the counterparties of the disposed DraftKings Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the disposed DraftKings Shares are Independent Third Parties.

– 5 –

Further Disposal of NVIDIA Shares

On 19 December 2023 (after trading hours of the Stock Exchange), further to the disposal of 1,970 NVIDIA Shares as disclosed in the announcement of the Company dated 5 December 2023, the Company has further disposed of an aggregate of 1,560 NVIDIA Shares through the open market at an aggregate consideration of approximately US$0.8 million (equivalent to approximately HK$6.0 million) (excluding transaction costs) (excluding transaction costs), which are receivable in cash on settlement. The average price (excluding transaction costs) for the disposal of each DraftKings Share was approximately US$493.40 (equivalent to approximately HK$3,838.67).

As the Further Disposal of NVIDIA Shares was conducted in the open market, the identities of the counterparties of the disposed NVIDIA Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the disposed NVIDIA Shares are Independent Third Parties.

Further Disposal of Super Micro Shares

On 19 December 2023 (after trading hours of the Stock Exchange), further to the Previous Disposals of Super Micro Shares as disclosed in the Previous Announcements, the Company has further disposed of an aggregate of 810 Super Micro Shares through the open market at an aggregate consideration of approximately US$0.3 million (equivalent to approximately HK$2.0 million) (excluding transaction costs) (excluding transaction costs), which are receivable in cash on settlement. The average price (excluding transaction costs) for the disposal of each Super Micro Share was approximately US$316.20 (equivalent to approximately HK$2,460.01).

As the Further Disposal of Super Micro Shares was conducted in the open market, the identities of the counterparties of the disposed Super Micro Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the disposed Super Micro Shares are Independent Third Parties.

INFORMATION ON COINBASE, AFFIRM, DRAFTKINGS, NVIDIA AND SUPER MICRO

Coinbase

Coinbase is a Delaware corporation and a cryptocurrency learning platform that build safe, trusted, easy-to-use technology and financial infrastructure products and services to enable any person or business with an internet connection to discover, transact, and engage with crypto assets and decentralised applications. Its products enable customers to access and participate in the cryptoeconomy, a new open financial system built upon crypto, in more than 100 countries and serve as a critical infrastructure layer to web3, a broad category of cryptopowered technologies including self-custody wallets, decentralised apps and services, and open community engagement platforms.

– 6 –

The following financial information is extracted from the published documents of the Coinbase Group:

For the year ended For the year ended
31 December 2021 31 December 2022
(audited) (audited)
US$’000
HK$’000
US$’000
HK$’000
Revenue 7,354,753
57,219,978
3,148,815
24,497,781
(Loss)/Income before income taxes 3,026,947
23,549,648
(3,064,582)
23,842,448
Net (loss)/income 3,624,120
28,195,654
(2,624,949) (20,422,103)

Based on Coinbase’s published documents, the Coinbase Group has an audited consolidated net assets value of approximately US$6,382 million (equivalent to approximately HK$49,652 million) as at 31 December 2021 and US$5,455 million (equivalent to approximately HK$42,440 million) as at 31 December 2022.

Based on Coinbase’s published documents, the Coinbase Group has an unaudited consolidated net asset value of approximately US$5,921 million (equivalent to approximately HK$46,065 million) as at 30 September 2023.

Affirm

Affirm is a Delaware corporation and a financial technology company that builds the next generation platform for digital and mobile-first commerce. Affirm’s solutions, which are built on trust and transparency, are designed to make it easier for consumers to spend responsibly and with confidence, easier for merchants and commerce platforms to convert sales and grow, and easier for commerce to thrive.

The following financial information is extracted from the published documents of the Affirm Group:

For the year ended For the year ended For the year ended For the year ended
30 June 2021 30 June 2022
(audited) (audited)
US$’000 HK$’000 US$’000 HK$’000
Revenue 870,464 6,772,210 1,349,292 10,497,492
(Loss) before income taxes (443,370) (3,449,419) (724,831) (5,639,186)
Net (loss) (441,027) (3,431,190) (707,417) (5,503,704)

Based on Affirm’s published documents, the Affirm Group has an audited consolidated net assets value of approximately US$4,867 million (equivalent to approximately HK$37,865 million) as at 30 June 2021 and US$6,974 million (equivalent to approximately HK$54,258 million) as at 30 June 2022.

– 7 –

Based on Affirm’s published documents, the Affirm Group has an unaudited consolidated net asset value of approximately US$2,567 million (equivalent to approximately HK$19,971 million) as at 30 September 2023.

DraftKings

DraftKings is a Nevada corporation and a digital sports entertainment and gaming company. DraftKings provides users with online sports betting, online casino and daily fantasy sports product offerings, as well as retail sportsbook, media, other consumer product offerings and an NFT ecosystem that offers curated initial NFT drops and allows owners to list their NFTs for sale. The DraftKings Group is also involved in the design and development of sports betting and casino gaming software for online and retail sportsbooks and online casino operators.

The following financial information is extracted from the published documents of the DraftKings Group:

For the year ended For the year ended
31 December 2021 31 December 2022
(audited) (audited)
US$’000
HK$’000
US$’000
HK$’000
Revenues 1,296,025
10,083,075
2,240,461
17,430,787
Net (loss) (1,523,195) (11,850,457) (1,377,987) (10,720,739)

Based on DraftKings’s published documents, the DraftKings Group has an audited consolidated net assets value of approximately US$1,679 million (equivalent to approximately HK$13,063 million) as at 31 December 2021 and US$1,323 million (equivalent to approximately HK$10,293 million) as at 31 December 2022.

Based on DraftKings’s published documents, the DraftKings Group has an unaudited consolidated net asset value of approximately US$1,018 million (equivalent to approximately HK$7,920 million) as at 30 June 2023.

NVIDIA

NVIDIA is a Delaware corporation and a software and fabless company which designs graphics processing units (GPUs), application programming interface (APIs) for data science and high-performance computing as well as system on a chip units (SoCs) for the mobile computing and automotive market. NVIDIA is a dominant supplier of artificial intelligence hardware and software. Its professional line of GPUs are used in workstations for applications in such fields as architecture, engineering and construction, media and entertainment, automotive, scientific research, and manufacturing design. In addition to GPU manufacturing, NVIDIA provides an API called CUDA that allows the creation of massively parallel programs which utilize GPUs.

– 8 –

The following financial information is extracted from the published documents of the NVIDIA Group:

For the year ended For the year ended
30 January 2022 29 January 2023
(audited) (audited)
US$’000 HK$’000 US$’000 HK$’000
Revenue 26,914 209,391 26,974 209,858
Net income 9,752 75,871 4,368 33,983

Based on NVIDIA’s published documents, the NVIDIA Group has an audited consolidated net assets value of approximately US$26,612 million (equivalent to approximately HK$207,041 million) as at 30 January 2022 and US$22,101 million (equivalent to approximately HK$171,946 million) as at 29 January 2023.

Based on NVIDIA’s published documents, the NVIDIA Group has an unaudited consolidated net asset value of approximately US$24,520 million (equivalent to approximately HK$190,766 million) as at 30 April 2023.

Super Micro

Super Micro is a Delaware corporation and a Silicon Valley-based provider of accelerated compute platforms that are application-optimized high-performance and high-efficiency server and storage systems for various markets, including enterprise data centers, cloud computing, artificial intelligence, 5G and edge computing. Super Micro’s solutions include complete servers, storage systems, modular blade servers, blades, workstations, complete rack scale plug and play solutions delivering pre-defined and pre-tested full rack scale solutions, networking devices, server sub-systems, system management and security software.

The following financial information is extracted from the published documents of the Super Micro Group:

For the year ended For the year ended For the year ended For the year ended
30 June 2021 30 June 2022
(audited) (audited)
US$’000 HK$’000 US$’000 HK$’000
Net sales 3,557,422 27,676,743 5,196,099 40,425,650
Income before income tax provision 118,628 922,926 336,833 2,620,561
Net income 111,865 870,310 285,163 2,218,568

Based on Super Micro’s published documents, the Super Micro Group has an audited consolidated net assets value of approximately US$1,096 million (equivalent to approximately HK$8,527 million) as at 30 June 2021 and US$1,426 million (equivalent to approximately HK$11,094 million) as at 30 June 2022.

– 9 –

Based on Super Micro’s published documents, the Super Micro Group has an unaudited consolidated net asset value of approximately US$1,972 million (equivalent to approximately HK$15,342 million) as at 30 June 2023.

REASONS FOR AND BENEFITS OF THE FURTHER ACQUISITION OF COINBASE SHARES AND THE FURTHER ACQUISITION OF AFFIRM SHARES

The Group is principally engaged in the manufacturing and trading of semiconductors, broadband infrastructure construction and the provision of integrated solution for smart domain application (including smart home, smart campus and smart communities).

The Group believes that technological innovation is an important engine for future economic development, and it can also drive the emerging applications in the smart living sector. The Group always hopes to leverage our own advantages in the field of smart technology to actively diversify the investments in the field of innovative technologies, in order to facilitate the technological development and create greater value for the Shareholders.

Coinbase is the largest cryptocurrency exchange in the United States by trading volume. Affirm is a financial technology company in the United States. As set out in the announcements of the Company dated 5 December 2023 and 15 December 2023 respectively, the Board holds positive views towards the financial performance and future prospect of Coinbase and Affirm. The Group considers that the Further Acquisition of Coinbase Shares and the Further Acquisition of Affirm Shares can increase our holdings in these attractive investments and to further expand its investment portfolio with quality assets, which will enhance investment return for the Group.

As the Further Acquisition of Coinbase Shares and the Further Acquisition of Affirm Shares were made in the open market at prevailing market prices, the Directors are of the view that the terms of the Further Acquisition of Coinbase Shares and the Further Acquisition of Affirm Shares are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE FURTHER DISPOSAL OF DRAFTKINGS SHARES, THE FURTHER DISPOSAL OF NVIDIA SHARES AND THE FURTHER DISPOSAL OF SUPER MICRO SHARES

As a result of the Further Disposal of DraftKings Shares, the Group is expected to recognise a loss of approximately US$2,300.00 (equivalent to approximately HK$0.02 million) which will affect profit and loss of the Group for the year ending 31 December 2023 and is calculated on the basis of the difference between the consideration received from the Further Disposal of DraftKings Shares and the acquisition cost of disposed DraftKings Shares.

As a result of the Further Disposal of NVIDIA Shares, the Group is expected to recognise a gain of approximately US$0.08 million (equivalent to approximately HK$0.6 million) being the difference between the consideration received from the Further Disposal of NVIDIA Shares and the acquisition cost of disposed NVIDIA Shares.

– 10 –

As a result of the Further Disposal of Super Micro Shares, the Group is expected to recognise a gain of approximately US$0.04 million (equivalent to approximately HK$0.3 million) being the difference between the consideration received from the Further Disposal of Super Micro Shares and the acquisition cost of disposed Super Micro Shares.

The Group considers that the Further Disposal of DraftKings Shares, the Further Disposal of NVIDIA Shares and the Further Disposal of Super Micro Shares represent opportunities to allow the Group to reallocate the resources and investment portfolio. The Group has applied part of the proceeds from the Further Disposal of DraftKings Shares, the Further Disposal of NVIDIA Shares and the Further Disposal of Super Micro Shares of approximately US$1.3 million (equivalent to approximately HK$10.0 million) in aggregate for the consideration for the Further Acquisition of Coinbase Shares and the Further Acquisition of Affirm Shares and the Group intends to apply the remaining proceeds from the Further Disposal of DraftKings Shares, the Further Disposal of NVIDIA Shares and the Further Disposal of Super Micro Shares of approximately US$0.1 million (equivalent to approximately HK$1.0 million) in aggregate for general working capital of the Group or other appropriate investment opportunities as and when appropriate.

As the Further Disposal of DraftKings Shares, the Further Disposal of NVIDIA Shares and the Further Disposal of Super Micro Shares were made in the open market at prevailing market price, the Directors are of the view that the terms of the Further Disposal of DraftKings Shares, the Further Disposal of NVIDIA Shares and the Further Disposal of Super Micro Shares are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

Further Acquisition of Coinbase Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Acquisition of Coinbase Shares and the Further Acquisition of Coinbase Shares involve the acquisition of Coinbase Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$2.0 million (equivalent to approximately HK$15.9 million).

The Further Acquisition of Coinbase Shares, on a standalone basis, does not constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Acquisition of Coinbase Shares and the Further Acquisition of Coinbase Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Further Acquisition of Coinbase Shares, when aggregated with the Acquisition of Coinbase Shares as a whole, constitute a discloseable transaction on the part of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

– 11 –

Further Acquisition of Affirm Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Acquisition of Affirm Shares and the Further Acquisition of Affirm Shares involve the acquisition of Affirm Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$2.3 million (equivalent to approximately HK$18.0 million).

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the (i) Further Acquisition of Affirm Shares (standing alone) and (ii) Acquisition of Affirm Shares and Further Acquisition of Affirm Shares (in aggregate) exceed 5% but all are less than 25%, the Further Acquisition of Affirm Shares constitutes a discloseable transaction on the part of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

Further Disposal of DraftKings Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Disposal of DraftKings Shares and the Further Disposal of DraftKings Shares involve the disposal of DraftKings Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$1.4 million (equivalent to approximately HK$11.0 million).

The Further Disposal of DraftKings Shares, on a standalone basis, does not constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Disposal of DraftKings Shares and the Further Disposal of DraftKings Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Further Disposal of DraftKings Shares, when aggregated with the Disposal of DraftKings Shares as a whole, constitute a discloseable transaction on the part of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

Further Disposal of NVIDIA Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Disposal of NVIDIA Shares and the Further Disposal of NVIDIA Shares involve the disposal of NVIDIA Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$1.7 million (equivalent to approximately HK$13.0 million).

– 12 –

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the (i) Further Disposal of NVIDIA Shares (standing alone) and (ii) Disposal of NVIDIA Shares and Further Disposal of NVIDIA Shares (in aggregate) exceed 5% but all are less than 25%, the Further Disposal of NVIDIA Shares constitutes a discloseable transaction on the part of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

Further Disposal of Super Micro Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Previous Disposals of Super Micro Shares and the Further Disposal of Super Micro Shares involve the disposal of Super Micro Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$1.4 million (equivalent to approximately HK$11.0 million).

The Further Disposal of Super Micro Shares, on a standalone basis, does not constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Previous Disposals of Super Micro Shares and the Further Disposal of Super Micro Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Further Disposal of Super Micro Shares, when aggregated with the Previous Disposals of Super Micro Shares as a whole, constitute a discloseable transaction on the part of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

“Acquisition of Affirm Shares” acquisition of 33,500 Affirm Shares by the Company as disclosed in the announcement dated 15 December 2023 “Acquisition of Coinbase acquisition of 10,700 Coinbase Shares by the Company as Shares” disclosed in the announcement dated 5 December 2023 “Affirm” Affirm Holdings, Inc., a Delaware corporation whose Class A common stocks are listed on Nasdaq (trading symbol: AFRM)

“Affirm Group” Affirm and its subsidiaries

“Affirm Share(s)” Class A common stock(s) of Affirm

– 13 –

  • “Board” the board of Directors of the Company “Coinbase” Coinbase Global, Inc., a Delaware corporation whose Class A common stocks are listed on Nasdaq (trading symbol: COIN)

  • “Coinbase Group” Coinbase and its subsidiaries “Coinbase Share(s)” Class A Common stock(s) of Coinbase “Company” Brainhole Technology Limited, 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: 2203)

  • “connected person(s)” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company

  • “Disposal of DraftKings disposal of 29,900 DraftKings Shares by the Company as Shares” disclosed in the announcement dated 15 December 2023

  • “Disposal of NVIDIA Shares” disposal of 1,970 NVIDIA Shares by the Company as disclosed in the announcement dated 5 December 2023

  • “DraftKings” DraftKings Inc., a Nevada corporation whose class A common stocks are listed on Nasdaq (trading symbol: DKNG)

  • “DraftKings Group” DraftKings and its subsidiaries

  • “DraftKings Share(s)” Class A common stock(s) of DraftKings “Further Acquisition of Affirm acquisition of 15,700 Affirm Shares by the Company as Shares” disclosed in this announcement

  • “Further Acquisition of acquisition of 3,200 Coinbase Shares by the Company as Coinbase Shares” disclosed in this announcement

  • “Further Disposal of DraftKings further disposal of 7,100 DraftKings Shares by the Shares” Company as disclosed in this announcement

  • “Further Disposal of NVIDIA further disposal of 1,560 NVIDIA Shares by the Company as Shares” disclosed in this announcement

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“Further Disposal of Super further disposal of 810 Super Micro Shares by the Company
Micro Shares” as disclosed in this announcement
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” means the Hong Kong Special Administrative Region of the
PRC
“Independent Third Party(ies)” third party(ies) independent of and not connected with the
Company and its connected persons and is not acting in
concert (as defined in the Codes on Takeovers and Mergers
and Share Buy-backs) with any of the connected persons
of the Company or any of their respective associates (as
defined under the Listing Rules)
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange
“Nasdaq” National Association of Securities Dealers Automated
Quotations Stock Market
“NVIDIA” NVIDIA Corporation, a Delaware corporation whose
common stocks are listed on Nasdaq (trading symbol:
NVDA)
“NVIDIA Group” NVIDIA and its subsidiaries “NVIDIA Share(s)”
“NVIDIA Share(s)” Common stock(s) of NVIDIA
“Previous Announcements” the announcements of the Company dated 19 September
2023 and 15 December 2023 in relation to, inter alia, the
Previous Disposals of Super Micro Shares
“Previous Disposals of Super the series of disposals of an aggregate of 4,500 Super
Micro Shares” Micro Shares by the Company during the period from 18
September 2023 (after trading hours the Stock Exchange)
and up to (and inclusive of) 14 December 2023 (after
trading hours the Stock Exchange) as set out in the Previous
Announcements
“Shareholders” holder(s) of the Share(s)
“Share(s)” ordinary share(s) in the issued share capital of the Company

– 15 –

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Super Micro” Super Micro Computer, Inc., a Delaware corporation whose common stocks are listed on Nasdaq (trading symbol: SMCI)

  • “Super Micro Group” Super Micro and its subsidiaries

  • “Super Micro Share(s)” Common stock(s) of Super Micro

“United States” the United States of America

  • “US$” United States dollars, the lawful currency of the United States

“%” per cent.

By order of the Board Brainhole Technology Limited Zhang Liang Johnson Chairman and Executive Director

Hong Kong, 20 December 2023

For the purpose of this announcement, all amounts denominated in US$ has been translated (for information only) into HK$ using the exchange rate of US$1.00:HK$7.78. Such translations shall not be construed as a representation that amounts of US$ were or may have been converted.

As at the date of this announcement, the Board comprises Mr. Zhang Liang Johnson and Ms. Wan Duo as executive Directors and Mr. Xu Liang, Mr. Chen Johnson Xi and Ms. Zhang Yibo as independent non-executive Directors.

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