Brainhole Technology Limited

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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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2203)

(1) MAJOR TRANSACTION IN RELATION TO FURTHER ACQUISITION OF LISTED SECURITIES; (2) MAJOR TRANSACTION IN RELATION TO FURTHER ACQUISITION OF LISTED SECURITIES; AND (3) MAJOR TRANSACTION IN RELATION TO FURTHER ACQUISITION OF LISTED SECURITIES

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

Further Acquisition of Micron Shares

Further Acquisition of Super Micro Shares

Further Acquisition of Pop Mart Shares

– 1 –

LISTING RULES IMPLICATION

Further Acquisition of Micron 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 Acquisition of Micron Shares and the Further Acquisition of Micron Shares involve the acquisition of Micron 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$3.8 million (equivalent to approximately HK$29.8 million).

The Further Acquisition of Micron Shares, 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%.

As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Further Acquisition of Micron Shares, when aggregated with the Previous Acquisition of Micron Shares by the Company in the preceding 12-month period, exceeds 25% but is less than 100%, the Further Acquisition of Micron Shares constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and will be subject to reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

Further Acquisition of Super Micro 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 Super Micro Shares, the Previous Disposals of Super Micro Shares and the Further Acquisition of Super Micro Shares involve acquisitions and disposals of Super Micro 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$25.5 million).

The Further Acquisition of Super Micro Shares, 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%.

As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Further Acquisition of Super Micro Shares, when aggregated with the Previous Acquisitions of Super Micro Shares and the Previous Disposals of Super Micro Shares by the Company in the preceding 12-month period, exceeds 25% but is less than 100%, the Further Acquisition of Super Micro Shares constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and will be subject to reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

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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 Acquisition of Pop Mart Shares and the Further Acquisition of Pop Mart Shares involve the acquisition 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$23.0 million.

The Further Acquisition of Pop Mart Shares, 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%.

As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Further Acquisition of Pop Mart Shares, when aggregated with the Previous Acquisition of Pop Mart Shares by the Company in the preceding 12-month period, exceeds 25% but is less than 100%, the Further Acquisition of Pop Mart Shares constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and will be subject to reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

WRITTEN SHAREHOLDER’S APPROVAL

Pursuant to Rule 14.44 of the Listing Rules, shareholders’ approval may be obtained by written shareholders’ approval in lieu of convening a general meeting if (a) no shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of each of the Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares and the Further Acquisition of Pop Mart Shares; and (b) written approval has been obtained from a shareholder or a closely allied group of shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at general meetings to approve each of the Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares and the Further Acquisition of Pop Mart Shares.

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 Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares and the Further Acquisition of Pop Mart Shares. Thus, if the Company were to convene a general meeting to approve each of the Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares and the Further Acquisition of Pop Mart Shares, no Shareholder is required to abstain from voting on the resolutions in relation to each of the Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares and the Further Acquisition of Pop Mart Shares. As such, each of the Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares and the Further Acquisition of Pop Mart Shares may be approved by written Shareholders’ approval in accordance with Rule 14.44 of the Listing Rules.

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The Board is pleased to announce that, in relation to written approval in lieu of holding a general meeting in respect of each of the Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares and the Further Acquisition of Pop Mart Shares, it obtained the Shareholder’s approval from Yoho Bravo Limited which holds 599,658,000 shares (representing approximately 74.96% of the total issued share capital of the Company as at the date of this announcement) pursuant to Rule 14.44 of the Listing Rules. As a result, no extraordinary general meeting will be convened to consider the Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares and the Further Acquisition of Pop Mart Shares.

A circular in relation to each of the Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares, the Further Acquisition of Pop Mart Shares and other information required to be disclosed under the Listing Rules will be dispatched to the Shareholders, for information purposes only within 15 business days after the publication of this announcement, i.e., on or before 24 April 2024.

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

Further Acquisition of Micron Shares

On 1 April 2024, further to the Previous Acquisition of Micron Shares, the Company has acquired an aggregate of 10,400 Micron Shares through the open market at an aggregate consideration of approximately US$1.3 million (equivalent to approximately HK$10.0 million) (excluding transaction costs). The average price (excluding transaction costs) for the acquisition of each Micron Share was approximately US$123.04 (equivalent to approximately HK$957.22). The aggregate consideration of approximately US$1.3 million (equivalent to approximately HK$10.0 million) (excluding transaction costs) was financed by the Group’s existing internal financial resources.

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

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Further Acquisition of Super Micro Shares

On 1 April 2024, further to the Previous Acquisitions of Super Micro Shares and the Previous Disposals of Super Micro Shares, the Company has further acquired an aggregate of 740 Super Micro Shares through the open market at an aggregate consideration of approximately US$0.8 million (equivalent to approximately HK$6.0 million) (excluding transaction costs). The average price (excluding transaction costs) for the further acquisition of each Super Micro Share was approximately US$1,040.00 (equivalent to approximately HK$8,090.98). The aggregate consideration of approximately US$0.8 million (equivalent to approximately HK$6.0 million) (excluding transaction costs) was financed by the Group’s existing internal financial resources.

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

Further Acquisition of Pop Mart Shares

On 2 April 2024, further to the Previous Acquisition of Pop Mart Shares, the Company has acquired an aggregate of 166,000 Pop Mart Shares through the open market at an aggregate consideration of approximately HK$5.0 million (excluding transaction costs). The average price (excluding transaction costs) for the acquisition of each Pop Mart Share was approximately HK$30.075. The aggregate consideration of approximately HK$5.0 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.

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INFORMATION ON MICRON, SUPER MICRO AND POP MART

Micron

Micron is a Delaware corporation and a global leader in innovative memory and storage solutions. It produces computer memory and computer data storage including dynamic random-access memory, flash memory, and USB flash drives. As the leader in innovative memory solutions, Micron is helping the world make sense of data by delivering technology that is transforming how the world uses information to enrich life for all. Through its global brands, Micron and Crucial, it offers the industry’s broadest portfolio. Micron is the only company manufacturing today’s major memory and storage technologies: DRAM, NAND, and NOR technology.

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

	For the year ended	For the year ended
	1 September 2022	31 August 2023
	(audited)	(audited)
	US$’000 HK$’000	US$’000 HK$’000
Revenue	30,758,000 239,297,240	15,540,000 120,901,200
Net (loss)/income	8,687,000 67,584,860	(5,833,000) (45,380,740)

Based on Micron’s published documents, the Micron Group has an audited consolidated net assets value of approximately US$ 49,907 million (equivalent to approximately HK$388.3 billion) as at 1 September 2022 and approximately US$44,120 million (equivalent to approximately HK$343.3 billion) as at 31 August 2023.

Based on Micron’s published documents, the Micron Group has an unaudited consolidated net assets value of approximately US$43,870 million (equivalent to approximately HK$341.3 billion) as at 29 February 2024.

Super Micro

Super Micro is a Delaware corporation and a Silicon Valley-based provider of accelerated compute platforms that are application-optimized high-performance and high-efficiency server and storage systems for various markets, including enterprise data centers, cloud computing, artificial intelligence, 5G and edge computing. Super Micro’s solutions include complete servers, storage systems, modular blade servers, blades, workstations, complete rack scale plug and play solutions delivering pre-defined and pre-tested full rack scale solutions, networking devices, server sub-systems, system management and security software.

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

	For the year ended	For the year ended	For the year ended	For the year ended
	30 June	2022	30 June	2023
	(audited)		(audited)
	US$’000	HK$’000	US$’000	HK$’000
Net Sales	5,196,099	40,425,650	7,123,482	55,420,690
Income before income tax provision	336,833	2,620,561	754,297	5,868,431
Net income	285,163	2,218,568	639,998	4,979,184

Based on Super Micro’s published documents, the Super Micro Group has an audited consolidated net assets value of approximately US$1,426 million (equivalent to approximately HK$11,094 million) as at 30 June 2022 and US$1,972 million (equivalent to approximately HK$15,342 million) as at 30 June 2023.

Based on Super Micro’s published documents, the Super Micro Group has an unaudited consolidated net asset value of approximately US$3,077 million (equivalent to approximately HK$23,939 million) as at 31 December 2023.

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.

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

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Based on Pop Mart’s published documents, the Pop Mart Group has an audited consolidated net assets value of 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.

REASONS FOR AND BENEFITS OF THE FURTHER ACQUISITION OF MICRON SHARES, THE FURTHER ACQUISITION OF SUPER MICRO SHARES AND 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.

Micron is a global leader in innovative memory and storage solutions. Super Micro is an information technology company in the United States. 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 Micron, Super Micro and Pop Mart. The Group considers that each of the Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares and the Further Acquisition of Pop Mart Shares represents good opportunities to acquire attractive investment and to expand its investment portfolio with quality assets, which will enhance investment return for the Group.

As each of the Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares and 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 each of the Further Acquisition of Micron Shares, the Further Acquisition of Super Micro Shares and the Further Acquisition of Pop Mart Shares are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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IMPLICATIONS UNDER THE LISTING RULES

Further Acquisition of Micron Shares

Further Acquisition of Super Micro Shares

– 9 –

Further Acquisition of Pop Mart Shares

WRITTEN SHAREHOLDER’S APPROVAL

– 10 –

A circular in relation to each of the Further Acquisition of Micron Shares, Further Acquisition of Super Micro Shares, the Further Acquisition of Pop Mart Shares and other information required to be disclosed under the Listing Rules will be dispatched to the Shareholders, for information purposes only within 15 business days after the publication of this announcement, i.e., on or before 24 April 2024.

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	further acquisition of 10,400 Micron Shares by the
Micron Shares”	Company as disclosed in this announcement
“Further Acquisition of	further acquisition of 166,000 Pop Mart Shares by the
Pop Mart Shares”	Company as disclosed in this announcement
“Further Acquisition of	further acquisition of 740 Super Micro Shares by the
Super Micro Shares”	Company as disclosed in this announcement
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

– 11 –

“Hong Kong”

means the Hong Kong Special Administrative Region of the People’s Republic of China

“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 “Micron” Micron Technology, Inc., a Delaware corporation whose common stocks are listed on Nasdaq (trading symbol: MU) “Micron Group” Micron and its subsidiaries “Micron Share(s)” Common stock(s) of Micron “Nasdaq” National Association of Securities Dealers Automated Quotations Stock Market “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 Shares” ordinary share(s) in the share capital of Pop Mart “PRC” the People’s Republic of China “Previous Acquisition of acquisition of 23,200 Micron Shares by the Company as Micron Shares” disclosed in the announcement of the Company dated 22 March 2024

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“Previous Acquisition of Pop Mart Shares”
acquisition of 650,000 Pop Mart Shares by the Company as disclosed in the announcement of the Company dated 22 March 2024
“Previous Acquisitions of Super Micro Shares”
the series of acquisitions of an aggregate of 14,430 Super Micro Shares by the Company during the period from 15 August 2023 (after trading hours of the Stock Exchange) and up to (and inclusive of) 22 February 2024 (after trading hours of the Stock Exchange) which includes but is not limited to those set out in the relevant Previous Announcements
“Previous Announcements”
the announcements of the Company dated 16 August 2023, 25 August 2023, 19 September 2023, 15 December 2023, 20 December 2023, 28 December 2023, 24 January 2024, 25 January 2024, 31 January 2024 and 19 February 2024 in relation to, inter alia, the Previous Acquisitions of Super Micro Shares and the Previous Disposals of Super Micro Shares
“Previous Disposals of Super Micro Shares”
the series of disposals of an aggregate of 9,910 Super Micro Shares by the Company during the period from 18 September 2023 (after trading hours of the Stock Exchange) and up to (and inclusive of) 6 March 2024 (after trading hours of the Stock Exchange) which includes but is not limited to those set out in the relevant Previous Announcements
“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
“Super Micro”
Super Micro Computer, Inc., a Delaware corporation whose common stocks are listed on Nasdaq (trading symbol: SMCI)
“Super Micro Group” Super Micro and its subsidiaries
“Super Micro Share(s)” Common stock(s) of Super Micro
“United States” the United States of America

– 13 –

“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, 2 April 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.

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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AI assistant

Brainhole Technology Limited Capital/Financing Update 2024

50444_rns_2024-04-02_2eee5ad1-b5f9-4fbc-ad38-79b1fc4e247f.pdf