Brainhole Technology Limited — Capital/Financing Update 2024

Oct 14, 2024

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.

BRAINHOLE TECHNOLOGY LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2203)

SUPPLEMENTAL ANNOUNCEMENT TO MAJOR TRANSACTION IN RELATION TO ACQUISITION OF LISTED SECURITIES AND FURTHER ACQUISITION OF LISTED SECURITIES

Reference is made to the announcement of the Company dated 3 October 2024 (the “ Announcement ”). The Board announces that the Company has entered into the following transaction involving further acquisition of Beike ADS. Unless otherwise defined, capitalized terms used herein shall have the same meaning as those defined in the Announcement.

On 11 October 2024 (after trading hours of the Stock Exchange), the Company has acquired an aggregate of 143,000 Beike ADS in the open market at an aggregate consideration of approximately US$3.2 million (equivalent to approximately HK$25.0 million) (excluding transaction costs) (the “ Further Acquisition of Beike ADS ”). The average price (excluding transaction costs) for the Further Acquisition of Beike ADS was approximately US$22.47 (equivalent to approximately HK$174.85). The consideration of approximately US$3.2 million (equivalent to approximately HK$25.0 million) (excluding transaction costs) was financed by the Group’s existing internal financial resources.

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

INFORMATION ON BEIKE

Beike is an exempted company incorporated in the Cayman Islands and has a weighted voting rights structure. Beike Group is mainly engaged in housing transactions and related services. It is a pioneer in building the infrastructure and standards to reinvent how service providers and customers efficiently navigate and complete housing transactions and services in China, ranging from existing

– 1 –

and new home sales, home rentals, to home renovation and furnishing, and other services. It owns and operate Lianjia, China’s leading real estate brokerage brand in respect of service quality.

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

	For the year ended 31	For the year ended 31
	December 2022	December 2023
	(audited)	(audited)
	RMB$’000HK$’000	RMB$’000 HK$’000
Revenue	60,668,77966,735,657	77,776,93285,554,625
Income before income tax expenses 292,290321,519		7,883,9958,672,395
Net income (loss)	(1,397,284)(1,537,012)	5,889,6046,478,564

Based on Beike’s published documents, the Beike Group has an audited consolidated net asset value of approximately RMB$69,054 million (equivalent to approximately HK$75,959 million) as at 31 December 2022 and RMB$72,201 million (equivalent to approximately HK$79,421 million) as at 31 December 2023.

Based on Beike’s published documents, the Beike Group has an unaudited consolidated net asset value of approximately RMB122,498 million (equivalent to approximately HK$134,748 million) as at 30 June 2024.

REASONS FOR AND BENEFITS OF THE ACQUISITION OF BEIKE ADS

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.

Beike is the leading integrated online and offline platform for housing transactions and services. The Board holds positive views towards the financial performance and future prospects of Beike. The Group considers that the Further Acquisition of Beike ADS represent good opportunities to acquire attractive investment and to expand its investment portfolio with quality assets, which will enhance investment return for the Group.

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

– 2 –

IMPLICATIONS UNDER THE LISTING RULES

As disclosed in the Announcement, pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the previous Acquisition of Beike Shares and the previous Acquisition of Beike ADS (the “ Previous Acquisitions of Beike Shares and Beike ADS ”) involve acquisitions of Beike securities within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction.

As disclosed in the Announcement, as one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Previous Acquisitions of Beike Shares and Beike ADS (in aggregate) exceeds 25% but is less than 100%, the Previous Acquisitions of Beike Shares and Beike ADS constitute major transactions for the Company under Chapter 14 of the Listing Rules and will be subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules.

The Further Acquisition of Beike ADS, on a standalone basis, constitutes a discloseable transaction since one or more of the applicable percentage ratios (as defined under the Listing Rules) are more than 5% but all of such ratios are less than 25%. Following the Further Acquisition of Beike ADS, all transactions (including the Previous Acquisitions of Beike Shares and Beike ADS and the Further Acquisition of Beike ADS), shall be considered and aggregated as one transaction at a total consideration of approximately HK$43.0 million and are subject to the reporting, announcement, circular and Shareholders’ approval requirement under Chapter 14 of the Listing Rules in respect of major transactions.

WRITTEN SHAREHOLDER’S APPROVAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has any material interest in each of the Previous Acquisitions of Beike Shares and Beike ADS and the Further Acquisition of Beike ADS. As such, the Previous Acquisitions of Beike Shares and Beike ADS and the Further Acquisition of Beike ADS may be approved by written Shareholders’ approval in accordance with Rule 14.44 of the Listing Rules.

As disclosed in the Announcement, pursuant to Rule 14.44 of the Listing Rules, shareholders’ approval has been obtained by written shareholders’ approval in lieu of convening a general meeting from Yoho Bravo Limited which holds 599,658,000 shares of the Company (representing approximately 74.96% of the total issued share capital of the Company as at the date of the Announcement) in respect of the Previous Acquisitions of Beike Shares and Beike ADS. In addition, written shareholders’ approval has been obtained in relation to the Further Acquisition of Beike ADS.

A circular in relation to the Previous Acquisitions of Beike Shares and Beike ADS and the Further Acquisition of Beike ADS and other information required to be disclosed under the Listing Rules will be dispatched to the Shareholders, for information purposes on or before 25 October 2024.

– 3 –

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

Hong Kong, 14 October 2024

For the purpose of this announcement, all amounts denominated in US$ have been translated (for information only) into HK$ using the exchange rate of US$1.00:HK$7.78 and all amounts denominated in RMB have been translated (for information only) into HK$ using the exchange rate of RMB1.00:HK$1.10. Such translations shall not be construed as a representation that amounts of US$ and RMB were or may have been converted.

Certain figures set out in this announcement have been subject to rounding adjustments. Accordingly, figures shown as the currency conversion or percentage equivalents may not be an arithmetic sum of such figures.

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.

– 4 –