Brainhole Technology Limited — Capital/Financing Update 2024

Sep 27, 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 FURTHER ACQUISITION OF LISTED SECURITIES

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

Further Acquisition of Pop Mart Shares

On 27 September 2024, further to the Previous Acquisitions of Pop Mart Shares and Previous Disposals of Pop Mart Shares as disclosed in the Previous Announcements, the Company has further acquired an aggregate of 187,000 Pop Mart Shares through the open market at an aggregate consideration of approximately HK$10.0 million (excluding transaction costs).

LISTING RULES IMPLICATION

Further Acquisition of Pop Mart 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 Acquisitions of Pop Mart Shares and the Previous Disposals of Pop Mart Shares involve acquisitions and disposals of Pop Mart 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$10.0 million.

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As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) in respect of the (i) Further Acquisition of Pop Mart Shares (standing alone) and (ii) the Previous Acquisitions of Pop Mart Shares, the Previous Disposals of Pop Mart Shares and the Further Acquisition of Pop Mart Shares (in aggregate) exceeds 5% but all of such ratios are less than 25%, the Further Acquisition of Pop Mart 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 acquisition of listed securities.

Further Acquisition of Pop Mart Shares

On 27 September 2024, further to the Previous Acquisitions of Pop Mart Shares and Previous Disposals of Pop Mart Shares as disclosed in the Previous Announcements, the Company has further acquired an aggregate of 187,000 Pop Mart Shares through the open market at an aggregate consideration of approximately HK$10.0 million (excluding transaction costs). The average price (excluding transaction costs) for the acquisition of each Pop Mart Share was approximately HK$53.44. The aggregate consideration of approximately HK$10.0 million) (excluding transaction costs) was financed by the Group’s existing internal financial resources.

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

INFORMATION ON POP MART

Pop Mart

Pop Mart is an exempted company incorporated in Cayman Islands with limited liability and a holding company with no material operations of its own. Pop Mart is a market leading player in character-based entertainment, renowned for pioneering the designer toy culture worldwide. Pop Mart conducts its business through its subsidiaries, which are principally engaged in the product design and development and sale of pop toys in the PRC and certain overseas countries and regions.

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

	For the year	ended	For the year	ended	For the year	ended
	31 December 2021		31 December 2022		31 December 2023
	(audited)		(audited)		(audited)
	RMB’000	HK$’000	RMB’000	HK$’000	RMB’000	HK$’000
Revenue	4,490,651	4,939,716	4,617,324	5,079,056	6,301,002	6,931,102
Profit before income tax	1,171,191	1,288,310	639,529	703,482	1,415,755	1,557,331
Profit for the year	854,567	940,024	1,088,771	1,197,648	475,801	523,381
Profit attributable to
owners of the Company	854,339	939,773	475,660	523,226	1,082,344	1,190,578

Based on Pop Mart’s published documents, the Pop Mart Group has an audited consolidated net asset value of approximately RMB6,820 million (equivalent to approximately HK$7,502 million) as at 31 December 2021, approximately RMB6,965 million (equivalent to approximately HK$7,662 million) as at 31 December 2022 and approximately RMB7,780 million (equivalent to approximately HK$8,558 million) as at 31 December 2023.

Based on Pop Mart’s published documents, the Pop Mart Group has an unaudited consolidated net asset value of approximately RMB8,453 million (equivalent to approximately HK$9,298 million) as at 30 June 2024.

REASONS FOR AND BENEFITS OF THE FURTHER ACQUISITION OF POP MART 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.

Pop Mart is a market leading player in character-based entertainment, renowned for pioneering the designer toy culture worldwide. The Board holds positive views towards the financial performance and future prospects of Pop Mart. The Group considers that the Further Acquisition of Pop Mart Shares represents a good opportunity to acquire attractive investment and to expand its investment portfolio with quality assets, which will enhance investment return for the Group.

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As the Further Acquisition of Pop Mart 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 Pop Mart 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 Pop Mart 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 Acquisitions of Pop Mart Shares and the Previous Disposals of Pop Mart Shares involve acquisitions of Pop Mart 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$10.0 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 Pop Mart Shares (standing alone) and (ii) the Previous Acquisitions of Pop Mart Shares, the Previous Disposals of Pop Mart Shares and the Further Acquisition of Pop Mart Shares (in aggregate) exceeds 5% but all of such ratios are less than 25%, the Further Acquisition of Pop Mart 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
“Director(s)”	the director(s) of the Company
“Further Acquisition of	acquisition of 187,000 Pop Mart Shares by the Company as
Pop Mart Shares”	disclosed in this announcement
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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“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

• “Pop Mart” Pop Mart International Group 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: 9992)

• “Pop Mart Group” Pop Mart and its subsidiaries

• “Pop Mart Share(s)” ordinary share(s) in the share capital of Pop Mart

• “PRC” the People’s Republic of China

• “Previous Acquisitions of the series of acquisitions of an aggregate of 961,000 Pop Pop Mart Shares” Mart Shares by the Company during the period from 22 March 2024 and up to (and inclusive of) 23 April 2024 as set out in the relevant Previous Announcements

• “Previous Announcements” the announcements of the Company dated 22 March 2024, 2 April 2024, 23 April 2024, 31 May 2024, 17 June 2024 and 18 June 2024 in relation to, inter alia , the Previous Acquisitions of Pop Mart Shares and Previous Disposals of Pop Mart Shares

• “Previous Disposals of the series of disposals of an aggregate of 961,000 Pop Mart Pop Mart Shares” Shares by the Company during the period from 31 May 2024 and up to (and inclusive of) 18 June 2024 as set out in the relevant Previous Announcements

• “RMB” Renminbi, the lawful currency of the PRC

• “Shareholders” holder(s) of the Share(s)

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“Share(s)”

ordinary share(s) in the issued share capital of the Company

“%”

per cent.

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

Hong Kong, 27 September 2024

For the purpose of this announcement, all amounts denominated in RMB have been translated (for information only) into HK$ using the exchange rate of RMB1.00:HK$1.10. Such translation 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.

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