AI assistant
Brainhole Technology Limited — Capital/Financing Update 2023
Jan 13, 2023
50444_rns_2023-01-13_be78a3a0-5f22-4573-a3f7-236bd324958b.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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.
==> picture [181 x 33] intentionally omitted <==
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 ACQUISITION 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 acquisition and disposal of listed securities.
Further Acquisition of Koolearn Shares
On 13 January 2023, further to the acquisition of 36,000 and 82,500 Koolearn Shares as disclosed in the announcement of the Company dated 28 December 2022 and 11 January 2023, the Company has further acquired an aggregate of 159,500 Koolearn Shares through the open market at an aggregate consideration of approximately HK$11.0 million (excluding transaction costs).
The Disposal
On 13 January 2023, the Company has disposed of an aggregate of 1,130,000 Wynn Shares through the open market at an aggregate consideration of approximately HK$11.0 million (excluding transaction costs).
1
LISTING RULES IMPLICATION
Further Acquisition of Koolearn 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 Koolearn Shares and the Further Acquisition of Koolearn Shares involve the acquisition of Koolearn 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 HK$17.9 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 Koolearn Shares (standing alone) and (ii) Acquisition of Koolearn Shares and Further Acquisition of Koolearn Shares (in aggregate) exceed 5% but all are less than 25%, the Further Acquisition of Koolearn 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.
The Disposal
As one or more applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the Disposal exceed 5% but all are less than 25%, the Disposal 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.
The Board announces that the Company has entered into the following transactions involving acquisition and disposal of listed securities.
Further Acquisition of Koolearn Shares
On 13 January 2023, further to the acquisition of 36,000 and 82,500 Koolearn Shares as disclosed in the announcement of the Company dated 28 December 2022 and 11 January 2023 respectively, the Company has further acquired an aggregate of 159,500 Koolearn Shares through the open market at an aggregate consideration of approximately HK$11.0 million (excluding transaction costs). The average price (excluding transaction costs) for the further acquisition of each Koolearn Share was approximately HK$68.74. The aggregate consideration of approximately HK$11.0 million (excluding transaction costs) was financed by the Group’s existing internal financial resources.
As the Further Acquisition of Koolearn Shares was conducted in the open market, the identities of the counterparties of the acquired Koolearn 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 Koolearn Shares are Independent Third Parties.
2
The Disposal
On 13 January 2023, the Company has disposed of an aggregate of 1,130,000 Wynn Shares through the open market at an aggregate consideration of approximately HK$11.0 million (excluding transaction costs), which are receivable in cash on settlement. The average price (excluding transaction costs) for the disposal of each Wynn Share was approximately HK$9.72.
As the Disposal was conducted in the open market, the identities of the counterparties of the disposed Wynn Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the disposed Wynn Shares are Independent Third Parties.
INFORMATION ON KOOLEARN AND WYNN
Koolearn
Koolearn is an exempted company incorporated in Cayman Islands with limited liability. Koolearn provides education service to college students and other occupational people, operates a business to business platform using online education modules to provide software-as-a-service online education service to institutional customers such as public libraries and universities. Koolearn also operates livestreaming e-commerce business for sales of products to individual customers and others.
The following financial information is extracted from the published documents of Koolearn Group:
| For the year ended | For the year ended | For the year ended | |
|---|---|---|---|
| 31 May | 2021 | 31 May 2022 | |
| (audited) | (audited) | ||
| RMB’000 | HK$’000 | RMB’000 HK$’000 |
|
| Revenue | 623,630 | 723,411 | 600,526 696,610 |
| Net (loss) | (1,658,392) | (1,923,735) | (533,964) (619,398) |
Based on Koolearn’s published documents, the Koolearn Group has an audited consolidated net assets value of approximately RMB2,009 million (equivalent to approximately HK$2,330 million) as at 31 May 2021 and RMB1,641 million (equivalent to approximately HK$1,904 million) as at 31 May 2022.
3
Wynn
Wynn is an exempted company incorporated in Cayman Islands with limited liability. The Wynn Group owns and operates hotel and casino resorts in Macau, namely Wynn Palace and Wynn Macau.
The following financial information is extracted from the published documents of Wynn Group:
| For the year | For the year | |
|---|---|---|
| ended | ended | |
| 31 December | 31 December | |
| 2020 | 2021 | |
| (audited) | (audited) | |
| HK$’000 | HK$’000 | |
| Revenue | 7,612,412 | 11,725,426 |
| Net (loss) | (7,216,872) | (5,179,295) |
Based on Wynn’s published documents, the Wynn Group has an audited consolidated net liability value of approximately HK$5,056 million as at 31 December 2020 and HK$10,023 million as at 31 December 2021.
Based on Wynn’s published documents, the Wynn Group has an unaudited consolidated net liability value of approximately HK$13,523 million as at 30 June 2022.
REASONS FOR AND BENEFITS OF THE FURTHER ACQUISITION OF KOOLEARN 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.
4
Koolearn is the leading online provider of extracurricular education services in China with a comprehensive portfolio of well-recognised brands known for high-quality courses and content, with core expertise in online test preparation for adult students and vocational students. As set out in the announcements dated 28 December 2022 and 11 January 2023 respectively, the Board holds positive views towards the financial performance and future prospect of Koolearn. The Further Acquisition of Koolearn 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 Koolearn Shares was made in the open market at prevailing market prices, the Directors are of the view that the terms of the Further Acquisition of Koolearn Shares is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE DISPOSAL
As a result of the Disposal, the Group is expected to recognise a gain of approximately HK$0.4 million being the difference between the consideration received from the Disposal and the acquisition cost of disposed Wynn Shares. The Group considers that the Disposal represent an opportunity to allow the Group to reallocate the resources and investment portfolio. The Group has applied all the proceeds from the Disposal of approximately HK$11.0 million for the consideration for the Further Acquisition of Koolearn Shares.
As the Disposal was made in the open market at prevailing market price, the Directors are of the view that the terms of the Disposal is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
IMPLICATIONS UNDER THE LISTING RULES
Further Acquisition of Koolearn 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 Koolearn Shares and the Further Acquisition of Koolearn Shares involve the acquisition of Koolearn 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 HK$17.9 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 Koolearn Shares (standing alone) and (ii) Acquisition of Koolearn Shares and Further Acquisition of Koolearn Shares (in aggregate) exceed 5% but all are less than 25%, the Further Acquisition of Koolearn 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.
5
The Disposal
As one or more applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the Disposal exceed 5% but all are less than 25%, the Disposal 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.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:
| “Acquisition of | acquisition of 36,000 and 82,500 Koolearn Shares by the Company in |
|---|---|
| Koolearn Shares” | the open market as disclosed in the announcement dated 28 December |
| 2022 and 11 January 2023 respectively | |
| “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” | disposal of 1,130,000 Wynn Shares by the Company as disclosed in this |
| announcement | |
| “Further Acquisition of | further acquisition of 159,500 Koolearn Shares by the Company as |
| Koolearn Shares” | disclosed in this announcement |
| “Group” | the Company and its subsidiaries |
| “Hong Kong” | means the Hong Kong Special Administrative Region of the PRC |
6
| “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) | |
| “Koolearn” | Koolearn Technology Holding Limited, an exempted company |
| incorporated in Cayman Islands with limited liability whose issued | |
| shares are listed on the Main Board of the Stock Exchange (stock code: | |
| 1797) | |
| “Koolearn Group” | Koolearn and its subsidiaries |
| “Koolearn Share(s)” | Ordinary share(s) in the share capital of Koolearn |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “PRC” | the People’s Republic of China |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “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 |
| “Wynn” | Wynn Macau, Limited, an exempted company incorporated in Cayman |
| Islands with limited liability whose issued shares are listed on the Main | |
| Board of the Stock Exchange (stock code: 1128) | |
| “Wynn Group” | Wynn and its subsidiaries |
| “Wynn Share(s)” | ordinary share(s) in the share capital of Wynn |
7
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“%”
per cent.
By order of the Board Brainhole Technology Limited Zhang Liang Johnson Chairman and Executive Director
Hong Kong, 13 January 2023
For the purpose of this announcement, all amounts denominated in RMB has been translated (for information only) into HK$ using the exchange rate of RMB1: HK$1.16. Such translations shall not be construed as a representation that amounts of 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 non-executive Directors.
8