Brainhole Technology Limited — Capital/Financing Update 2023

Jul 13, 2023

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 脑洞科技有限公司

(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 DISPOSAL OF LISTED SECURITIES

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

Further Acquisition of Li Auto Shares

On 12 July 2023 (after trading hours of the Stock Exchange), further to the acquisition of 51,300 and 44,700 Li Auto Shares as disclosed in the announcements of the Company dated 12 May 2023 and 23 June 2023, the Company has further acquired an aggregate of 6,900 Li Auto 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 Acquisition of Airbnb Shares

On 12 July 2023 (after trading hours of the Stock Exchange), further to the acquisition of 6,800 Airbnb Shares as disclosed in the announcement of the Company dated 11 July 2023, the Company has further acquired an aggregate of 1,850 Airbnb 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).

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Disposal of Rivian Shares

On 12 July 2023 (after trading hours of the Stock Exchange), the Company has disposed of an aggregate of 21,500 Rivian 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).

LISTING RULES IMPLICATION

Further Acquisition of Li Auto 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 Li Auto Shares and the Further Acquisition of Li Auto Shares involve the acquisition of Li Auto 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$3.3 million (equivalent to approximately HK$25.8 million).

The Further Acquisition of Li Auto 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 Li Auto Shares and Further Acquisition of Li Auto Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Further Acquisition of Li Auto Shares, when aggregated with the Acquisition of Li Auto 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 Acquisition of Airbnb 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 Airbnb Shares and the Further Acquisition of Airbnb Shares involve the acquisition of Airbnb 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$1.1 million (equivalent to approximately HK$8.9 million).

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

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As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Acquisition of Airbnb Shares and Further Acquisition of Airbnb Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Further Acquisition of Airbnb Shares, when aggregated with the Acquisition of Airbnb 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.

Disposal of Rivian 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 Rivian Shares and the Company’s previous disposal of Rivian Shares (for the avoidance of doubt, such disposal does not constitute a notifiable transaction on the part of the Company under the Listing Rules) involve the disposal of Rivian 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$0.9 million (equivalent to approximately HK$7.0 million).

The Disposal of Rivian 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 Rivian Shares and the Company’s previous disposal of Rivian Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Disposal of Rivian Shares, when aggregated with the Company’s previous disposal of Rivian 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 disposal of listed securities.

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Further Acquisition of Li Auto Shares

On 12 July 2023 (after trading hours of the Stock Exchange), further to the acquisition of 51,300 and 44,700 Li Auto Shares as disclosed in the announcements of the Company dated 12 May 2023 and 23 June 2023, the Company has further acquired an aggregate of 6,900 Li Auto 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). The average price (excluding transaction costs) for the further acquisition of each Li Auto Share was approximately US$37.19 (equivalent to approximately HK$289.37). The aggregate consideration of approximately US$0.3 million (equivalent to approximately HK$2.0 million) (excluding transaction costs) was financed by the Group’s existing internal financial resources.

As the Further Acquisition of Li Auto Shares was conducted in the open market, the identities of the counterparties of the acquired Li Auto 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 Li Auto Shares are Independent Third Parties.

Further Acquisition of Airbnb Shares

On 12 July 2023 (after trading hours of the Stock Exchange), further to the acquisition of 6,800 Airbnb Shares as disclosed in the announcements of the Company dated 11 July 2023, the Company has further acquired an aggregate of 1,850 Airbnb 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). The average price (excluding transaction costs) for the further acquisition of each Airbnb Share was approximately US$138.20 (equivalent to approximately HK$1,075.20). The aggregate consideration of approximately US$0.3 million (equivalent to approximately HK$2.0 million) (excluding transaction costs) was financed by the Group’s existing internal financial resources.

As the Further Acquisition of Airbnb Shares was conducted in the open market, the identities of the counterparties of the acquired Airbnb 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 Airbnb Shares are Independent Third Parties.

Disposal of Rivian Shares

On 12 July 2023 (after trading hours of the Stock Exchange), the Company has disposed of an aggregate of 21,500 Rivian 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), which are receivable in cash on settlement. The average price (excluding transaction costs) for the disposal of each Rivian Share was approximately US$23.81 (equivalent to approximately HK$185.25).

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As the Disposal of Rivian Shares was conducted in the open market, the identities of the counterparties of the disposed Rivian 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 Rivian Shares are Independent Third Parties.

INFORMATION ON LI AUTO, AIRBNB AND RIVIAN

Li Auto

Li Auto is a Cayman Islands holding company with no equity ownership in the VIEs and its subsidiaries. Li Auto conducts its operations through its PRC subsidiaries, VIEs and their respective subsidiaries in the PRC. Li Auto is a leader in the new energy vehicle market of the PRC. The Li Auto Group designs, develops, manufactures, and sells premium smart electric vehicles.

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

	For the year ended	For the year ended	For the year ended	For the year ended
	31 December	2021	31 December	2022
	(audited)		(audited)
	RMB’000	HK$’000	RMB’000	HK$’000
Revenue	27,009,779	30,521,050	45,286,816	51,174,102
(Loss) before income tax expenses	(152,812)	(172,678)	(2,159,355)	(2,440,071)
Net (loss)	(321,455)	(363,244)	(2,032,348)	(2,296,553)

Based on Li Auto’s published documents, the Li Auto Group has an audited consolidated net assets value of approximately RMB41,064 million (equivalent to approximately HK$46,402 million) as at 31 December 2021 and RMB45,186 million (equivalent to approximately HK$51,060 million) as at 31 December 2022.

Based on Li Auto’s published documents, the Li Auto Group has an unaudited consolidated net asset value of approximately RMB46,632 million (equivalent to approximately HK$52,694 million) as at 31 March 2023.

Airbnb

Airbnb is a Delaware corporation and operates an online platform for hospitality services. The company provides a mobile application that enables users to list, discover, and book unique accommodations across the world. The app allows hosts to list their properties for lease, and enables guests to rent or lease on a short-term basis, which includes vacation rentals, apartment rentals, homestays, castles, tree houses and hotel rooms.

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

	For the year ended	For the year ended	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	5,992,000	46,617,760	8,399,000	65,344,220
Net (loss)/income	(352,000)	(2,738,560)	1,893,000	14,727,540

Based on Airbnb’s published documents, the Airbnb Group has an audited consolidated net asset value of approximately US$4,775 million (equivalent to approximately HK$37,150 million) as at 31 December 2021 and US$5,560 million (equivalent to approximately HK$43,257 million) as at 31 December 2022.

Based on Airbnb’s published documents, the Airbnb Group has an unaudited consolidated net asset value of approximately US$5,291 million (equivalent to approximately HK$41,164 million) as at 31 March 2023.

Rivian

Rivian is a Delaware corporation and a growth stage company that exists to create products and services that help the planet transition to carbon neutral energy and transportation. Rivian designs, develops, and manufactures category-defining electric vehicles and accessories and sells them directly to customers in the consumer and commercial markets. Rivian complements its vehicles with a full suite of proprietary, value-added services that address the entire lifecycle of the vehicle and deepen its customer relationships.

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

	For the year ended	For the year ended		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	55		428	1,658	12,899
Net (loss)	(4,688)	(36,473)		(6,752)	(52,531)

Based on Rivian’s published documents, the Rivian Group has an audited consolidated net assets value of approximately US$19,514 million (equivalent to approximately HK$151,819 million) as at 31 December 2021 and US$13,799 million (equivalent to approximately HK$107,356 million) as at 31 December 2022.

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Based on Rivian’s published documents, the Rivian Group has an unaudited consolidated net asset value of approximately US$12,742 million (equivalent to approximately HK$99,133 million) as at 31 March 2023.

REASONS FOR AND BENEFITS OF THE FURTHER ACQUISITION OF LI AUTO SHARES AND THE FURTHER ACQUISITION OF AIRBNB 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.

Li Auto is the leader in new energy vehicle market of the PRC. Airbnb is the global and wellknown online platform for hospitality services. The Board holds positive views towards the financial performance and future prospect of Li Auto and Airbnb. The Group considers that the Further Acquisition of Li Auto Shares and the Further Acquisition of Airbnb 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 Li Auto Shares and the Further Acquisition of Airbnb 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 Li Auto Shares and the Further Acquisition of Airbnb Shares are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

REASONS FOR AND BENEFITS OF THE DISPOSAL OF RIVIAN SHARES

As a result of the Disposal of Rivian Shares, the Group is expected to recognise a gain of approximately US$0.06 million (equivalent to approximately HK$0.4 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 Disposal of Rivian Shares and the acquisition cost of disposed Rivian Shares.

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The Group considers that the Disposal of Rivian Shares represents an opportunity to allow the Group to reallocate the resources and investment portfolio. The Group has applied all the proceeds from the Disposal of Rivian Shares of approximately US$0.5 million (equivalent to approximately HK$4.0 million) for the consideration for the Further Acquisition of Li Auto Shares and the Further Acquisition of Airbnb Shares.

As the Disposal of Rivian Shares was made in the open market at prevailing market price, the Directors are of the view that the terms of the Disposal of Rivian 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 Li Auto 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 Li Auto Shares and the Further Acquisition of Li Auto Shares involve the acquisition of Li Auto 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$3.3 million (equivalent to approximately HK$25.8 million).

The Further Acquisition of Li Auto 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 Li Auto Shares and Further Acquisition of Li Auto Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Further Acquisition of Li Auto Shares, when aggregated with the Acquisition of Li Auto 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 Acquisition of Airbnb 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 Airbnb Shares and the Further Acquisition of Airbnb Shares involve the acquisition of Airbnb 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$1.1 million (equivalent to approximately HK$8.9 million).

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

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As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Acquisition of Airbnb Shares and Further Acquisition of Airbnb Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Further Acquisition of Airbnb Shares, when aggregated with the Acquisition of Airbnb 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.

Disposal of Rivian 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 Rivian Shares and the Company’s previous disposal of Rivian Shares (for the avoidance of doubt, such disposal does not constitute a notifiable transaction on the part of the Company under the Listing Rules) involve the disposal of Rivian 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$0.9 million (equivalent to approximately HK$7.0 million).

The Disposal of Rivian 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 Rivian Shares and the Company’s previous disposal of Rivian Shares, when aggregated as a whole, exceed 5% but all are less than 25%, the Disposal of Rivian Shares, when aggregated with the Company’s previous disposal of Rivian 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 Airbnb acquisition of 6,800 Airbnb Shares by the Company as disclosed in the Shares” announcement dated 11 July 2023

“Acquisition of Li Auto acquisition of 51,300 and 44,700 Li Auto Shares by the Company as Shares” disclosed in the announcements dated 12 May 2023 and 23 June 2023

“Airbnb” Airbnb, Inc., a Delaware corporation whose class A common stocks are listed on Nasdaq (stock code: ABNB)

“Airbnb Group”

Airbnb and its subsidiaries

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

“Board”

• “Board” the board of Directors of the Company “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 Rivian disposal of 21,500 Rivian Shares by the Company as disclosed in this Shares” announcement

• “Further Acquisition of further acquisition of 1,850 Airbnb Shares by the Company as disclosed Airbnb Shares” in this announcement

• “Further Acquisition of Li further acquisition of 6,900 Li Auto Shares by the Company as Auto Shares” disclosed in this announcement

• “Group” the Company and its subsidiaries “Hong Kong” means the Hong Kong Special Administrative Region of the PRC

“Independent Third third party(ies) independent of and not connected with the Company Party(ies)” 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)

“Li Auto” Li Auto Inc., a Cayman Islands holding company whose American depository shares are listed on Nasdaq (stock code: LI) “Li Auto Group” Li Auto and its subsidiaries “Li Auto Share(s)” American depository share(s) of Li Auto “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

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“Nasdaq”	National Association of Securities Dealers Automated Quotations Stock
	Market
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“Rivian”	Rivian Automotive, Inc., a Delaware corporation whose class A
	common stocks are listed on Nasdaq (stock code: RIVN)
“Rivian Group”	Rivian and its subsidiaries
“Rivian Share(s)”	Class A common stock of Rivian
“Shareholders”	holder(s) of the Share(s)
“Share(s)”	ordinary share(s) in the issued share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“US$”	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, 13 July 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$7.78 and all amounts denominated in RMB has been translated (for information only) into HK$ using the exchange rate of RMB1: HK$1.13. Such translations shall not be construed as a representation that amounts of US$ and RMB 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 nonexecutive Directors.

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