Brainhole Technology Limited — Capital/Financing Update 2024

Oct 9, 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.

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BRAINHOLE TECHNOLOGY LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2203)

DISCLOSEABLE TRANSACTION IN RELATION TO DISPOSAL OF LISTED SECURITIES

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

Disposal of Up Fintech Shares

On 8 October 2024 (after trading hours of the Stock Exchange), the Company has disposed of an aggregate of 396,000 Up Fintech Shares through the open market at an aggregate consideration of approximately US$3.6 million (equivalent to approximately HK$27.9 million) (excluding transaction costs).

LISTING RULES IMPLICATION

Disposal of Up Fintech Shares

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Disposal of Up Fintech Shares exceed 5% but all are less than 25%, the Disposal of Up Fintech 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 Board announces that the Company has entered into the following transaction involving the disposal of listed securities.

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Disposal of Up Fintech Shares

On 8 October 2024 (after trading hours of the Stock Exchange), the Company has disposed of an aggregate of 396,000 Up Fintech Shares through the open market at an aggregate consideration of approximately US$3.6 million (equivalent to approximately HK$27.9 million) (excluding transaction costs), which are receivable in cash on settlement. The average price (excluding transaction costs) for the disposal of each Up Fintech Share was approximately US$9.04 (equivalent to approximately HK$70.34).

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

INFORMATION ON UP FINTECH

Up Fintech

Based on public information available as of the date of this announcement, Up Fintech is an exempted company incorporated in Cayman Islands with limited liability and a holding company with no material operations of its own. It conducts its operations primarily through its subsidiaries, consolidated variable interest entities and their respective subsidiaries. The Up Fintech Group is mainly engaged in providing online brokerage services. It is a leading integrated financial technology platform providing cross-market, multi-product investment experience for investors around the world.

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

	For the year ended	For the year ended	For the year ended	For the year ended
	31 December	2022	31 December	2023
	(audited)		(audited)
	US$’000	HK$’000	US$’000	HK$’000
Revenue	225,366	1,753,347	272,508	2,120,112
Income before income taxes	2,032	15,809	45,994	357,833
Net income (loss)	(2,257)	(17,559)	33,007	256,794

Based on Up Fintech’s published documents, the Up Fintech Group has an audited consolidated net assets value of approximately US$447 million (equivalent to approximately HK$3,477.7 million) as at 31 December 2022 and approximately US$489 million (equivalent to approximately HK$3,804.4 million) as at 31 December 2023.

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Based on Up Fintech’s published documents, the Up Fintech Group has an unaudited consolidated net assets value of approximately US$501 million (equivalent to approximately HK$3,897.8 million) as at 30 June 2024.

REASONS FOR AND BENEFITS OF THE DISPOSAL OF UP FINTECH SHARES

As a result of the Disposal of Up Fintech Shares, the Group is expected to recognise a gain of approximately US$$0.6 million (equivalent to approximately HK$4.9 million) being the difference between the consideration received from the Disposal of Up Fintech Shares and the acquisition cost of disposed Up Fintech Shares. The Group considers that the Disposal of Up Fintech Shares represents an opportunity to allow the Group to reallocate the resources and investment portfolio. The Group has applied all of the proceeds from the Disposal of Up Fintech Shares of US$3.6 million (equivalent to approximately HK$27.9 million) in aggregate for the consideration for general working capital of the Group or other appropriate investment opportunities as and when appropriate.

As the Disposal of Up Fintech Shares was made in the open market at prevailing market price, the Directors are of the view that the terms of the Disposal of Up Fintech Shares are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

Disposal of Up Fintech Shares

As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the Disposal of Up Fintech Shares exceed 5% but all are less than 25%, the Disposal of Up Fintech 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.

DEFINITIONS

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

“Board”		the board of Directors
“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

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“Director(s)”	the director(s) of the Company
“Disposal of Up Fintech	disposal of 396,000 Up Fintech Shares by the Company as
Shares”	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	third party(ies) independent of and not connected with the
Party(ies)”	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
“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
“United States”	the United States of America
“Up Fintech”	UP Fintech Holding Limited, an exempted company
	incorporated in Cayman Islands with limited liability whose
	American depository shares are listed on Nasdaq (trading
	symbol: TIGR)
“Up Fintech Group”	Up Fintech and its subsidiaries
“Up Fintech Share(s)”	American depository share(s) of Up Fintech

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“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, 9 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$7.78. Such translation shall not be construed as a representation that amounts of US$ was 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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