Brainhole Technology Limited

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Brainhole Technology Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2203)

MAJOR TRANSACTIONS IN RELATION TO

(I) FURTHER ACQUISITION OF LISTED SECURITIES; (II) FURTHER ACQUISITION OF LISTED SECURITIES; (III) FURTHER DISPOSAL OF LISTED SECURITIES; (IV) FURTHER DISPOSAL OF LISTED SECURITIES; AND

(V) FURTHER DISPOSAL OF LISTED SECURITIES

Capitalised terms used on this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular, unless the context requires otherwise.

A letter from the Board is set out on pages 5 to 23 of this circular.

This circular is being despatched to the Shareholders for information only. The transactions being the subject matter of this circular have been approved by the written approval pursuant to Rule 14.44 of the Listing Rules.

9 July 2024

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Appendix I	—	Financial Information of the Group . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	—	Financial Information of NVIDIA . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III	—	Management Discussion and Analysis of NVIDIA . . . . . . . . .	III-1
Appendix IV	—	Unaudited Pro Forma Financial Information of The Group
		Following The Further Acquisition of Nvidia Shares;
		The May 23 Further Acquisition of
		Nvidia Shares; Further Disposal of Super Micro Shares;
		The June 20 Further Disposal of Super Micro Shares;
		Disposal of Pop Mart Shares;
		Further Disposal of Pop Mart Shares;
		and The June 18 Further Disposal of Pop Mart Shares . .	IV-1
Appendix V	—	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1

– i –

DEFINITIONS

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

“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” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company

“Disposal of Pop Mart Shares” disposal of 321,000 Pop Mart Shares by the Company as disclosed in the announcement dated 31 May 2024

“Further Acquisition of NVIDIA further acquisition of 1,370 NVIDIA Shares by the Shares” Company as disclosed in the announcement dated 22 May 2024 “Further Disposal of NVIDIA further disposal of 12,790 NVIDIA Shares by the Shares” Company as disclosed in the announcement dated 18 June 2024

“Further Disposal of Pop Mart further disposal of 378,000 Pop Mart Shares by the Shares” Company as disclosed in the announcement dated 17 June 2024
“Further Disposal of Super Micro further disposal of 2,580 Super Micro Shares by the Shares” Company as disclosed in the announcement dated 18 June 2024
“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

– 1 –

DEFINITIONS

“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)

“June 18 Further Disposal of Pop Mart Shares”
further disposal of 262,000 Pop Mart Shares by the Company as disclosed in the announcement dated 18 June 2024
“June 20 Further Disposal of Super Micro Shares”
further disposal of 2,680 Super Micro Shares by the Company as disclosed in the announcement dated 21 June 2024
“Latest Practicable Date”
3 July 2024, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“May 23 Further Acquisition of NVIDIA Shares”
further acquisition of 495 NVIDIA Shares by the Company as disclosed in the announcement dated 24 May 2024
“Nasdaq”
“NVIDIA”

National Association of Securities Dealers Automated Quotations Stock Market NVIDIA Corporation, a Delaware corporation whose common stocks are listed on Nasdaq (trading symbol: NVDA)

“NVIDIA Group” NVIDIA and its subsidiaries
“NVIDIA Share(s)” Common stock(s) of NVIDIA

“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

– 2 –

DEFINITIONS

“PRC”

“Previous Acquisitions of NVIDIA Shares”
“Previous Acquisitions of Pop Mart Shares”
“Previous Acquisitions of Super Micro Shares”
“Previous Announcements”
“Previous Disposals of NVIDIA Shares”
the People’s Republic of China
the series of acquisitions of an aggregate of 103,100 NVIDIA Shares by the Company (taking into account NVIDIA’s ten-for-one forward stock split effective on 7 June 2024) during the period from 4 August 2023 (after trading hours of the Stock Exchange) and up to (and inclusive of) 22 February 2024, as set out in the relevant Previous Announcements
the series of acquisitions of an aggregate of 961,000 Pop 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
the series of acquisitions of an aggregate of 15,170 Super Micro Shares by the Company during the period from 15 August 2023 and up to (and inclusive of) 23 April 2024, as set out in the relevant Previous Announcements

the announcements of the Company dated 7 August 2023, 10 August 2023, 16 August 2023, 17 August 2023, 25 August 2023, 19 September 2023, 5 December 2023, 20 December 2023, 28 December 2023, 10 January 2024, 24 January 2024, 25 January 2024, 31 January 2024, 22 March 2024, 2 April 2024, 23 April 2024 and 30 April 2024 in relation to, inter alia, the Previous Acquisitions of NVIDIA Shares, the Previous Acquisitions of Pop Mart Shares, the Previous Disposals of NVIDIA Shares, the Previous Acquisitions of Super Micro Shares and the Previous Disposals of Super Micro Shares

the series of disposals of an aggregate of 93,600 NVIDIA Shares by the Company (taking into account NVIDIA’s ten-for-one forward stock split effective on 7 June 2024) during the period from 4 December 2023 (after trading hours of the Stock Exchange) and 6 March 2024 (after trading hours of the Stock Exchange) respectively, as set out in the relevant Previous Announcements

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DEFINITIONS

“Previous Disposals of Super	the series of disposals of an aggregate	the series of disposals of an aggregate	of 9,910	of 9,910	Super	Super
Micro Shares	Micro Shares by the Company during the		period from			18
	September 2023 (after trading	hours	of	the	Stock
	Exchange) and 6 March 2024 (after trading hours				of	the
	Stock Exchange) respectively, as set out		in the relevant
	Previous Announcements
“RMB”	Renminbi, the lawful currency of the PRC
“SEC”	The U.S. Securities and Exchange Commission
“SFO”	the Securities and Futures Ordinance (Chapter			571	of	the
	laws of Hong Kong)
“Shareholder(s)”	shareholder(s) of the Company
“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 Shares”	Common stock(s) of Super Micro
“United States”	the United States of America
“US$”	United States dollars, the lawful currency of			the	United
	States
“%”	per cent.

Certain figures set out in this circular 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.

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LETTER FROM THE BOARD

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BRAINHOLE TECHNOLOGY LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2203)

Executive Directors: Registered office: Mr. Zhang Liang Johnson (Chairman) Cricket Square Ms. Wan Duo Hutchins Drive P.O. Box 2681 Independent Non-executive Directors: Grand Cayman KY1-1111 Mr. Xu Liang Cayman Islands

Mr. Xu Liang Mr. Chen Johnson Xi Ms. Zhang Yibo

Principal place of business in Hong Kong: Suites 1801–03, 18/F One Taikoo Place 979 King’s Road Quarry Bay Hong Kong 9 July 2024

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTIONS IN RELATION TO

(I) FURTHER ACQUISITION OF LISTED SECURITIES; (II) FURTHER ACQUISITION OF LISTED SECURITIES; (III) FURTHER DISPOSAL OF LISTED SECURITIES;

(IV) FURTHER DISPOSAL OF LISTED SECURITIES; AND

(V) FURTHER DISPOSAL OF LISTED SECURITIES

INTRODUCTION

Reference is made to the announcements of the Company dated 22 May 2024, 24 May 2024, 17 June 2024, 18 June 2024 and 21 June 2024, in relation to the Further Acquisition of NVIDIA Shares , the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) the details of the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares; and (ii) further information required to be disclosed under the Listing Rules.

FURTHER ACQUISITION OF NVIDIA SHARES

On 21 May 2024 (after trading hours of the Stock Exchange), further to:

(i) the Previous Acquisitions of NVIDIA Shares at an aggregate consideration of approximately US$5.2 million (equivalent to approximately HK$40.4 million) as disclosed in the relevant Previous Announcements and the circular of the Company dated 24 May 2024; and
(ii) the Previous Disposals of NVIDIA Shares at an aggregate consideration of approximately US$5.9 million (equivalent to approximately HK$45.9 million) (which the total carrying amount is approximately US$4.6 million (equivalent to approximately HK$35.8 million) (excluding transaction costs)) as disclosed in the relevant Previous Announcements and the circular of the Company dated 24 May 2024,

the Company has further acquired an aggregate of 1,370 NVIDIA 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 NVIDIA Share was approximately US$936.69 (equivalent to approximately HK$7,287.45). 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. The total consideration, being the net amount of the remaining NVIDIA Shares held by the Company following the completion of all transactions respectively contemplated under (i) the Previous Acquisitions of NVIDIA Shares; (ii) the Previous Disposals of NVIDIA Shares; and (iii) the Further Acquisition of NVIDIA Shares is approximately US$1.9 million (equivalent to approximately HK$14.6 million).

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

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LETTER FROM THE BOARD

MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES

On 23 May 2024 (after trading hours of the Stock Exchange), further to:

(i) the Previous Acquisitions of NVIDIA Shares at an aggregate consideration of approximately US$5.2 million (equivalent to approximately HK$40.4 million) as disclosed in the relevant Previous Announcements and the circular of the Company dated 24 May 2024;
(ii) the Previous Disposals of NVIDIA Shares at an aggregate consideration of approximately US$5.9 million (equivalent to approximately HK$45.9 million) (which the total carrying amount is approximately US$4.6 million (equivalent to approximately HK$35.8 million) (excluding transaction costs)) as disclosed in the relevant Previous Announcements and the circular of the Company dated 24 May 2024; and
(iii) the Further Acquisition of NVIDIA Shares at an aggregate consideration of approximately US$1.3 million (equivalent to approximately HK$10.0 million) (excluding transaction costs) as disclosed in the announcement of the Company dated 22 May 2024 and the paragraph headed “FURTHER ACQUISITION OF NVIDIA SHARES” on page 6 of this circular,

the Company has further acquired an aggregate of 495 NVIDIA Shares through the open market at an aggregate consideration of approximately US$0.5 million (equivalent to approximately HK$4.0 million) (excluding transaction costs). The average price (excluding transaction costs) for the acquisition of each NVIDIA Share was approximately US$1,035.91 (equivalent to approximately HK$8,059.41). The aggregate consideration of approximately US$0.5 million (equivalent to approximately HK$4.0 million) (excluding transaction costs) was financed by the Group’s existing internal financial resources. The total consideration, being the net amount of the remaining NVIDIA Shares held by the Company following the completion of all transactions respectively contemplated under (i) the Previous Acquisitions of NVIDIA Shares; (ii) the Previous Disposals of NVIDIA Shares; (iii) the Further Acquisition of NVIDIA Shares and (iv) the May 23 Further Acquisition of NVIDIA Shares is approximately US$2.4 million (equivalent to approximately HK$18.6 million).

As the May 23 Further Acquisition of NVIDIA Shares was conducted in the open market, the identities of the counterparties of the acquired NVIDIA 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 NVIDIA Shares are Independent Third Parties.

– 7 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, following the completion of all transactions contemplated under:

(i) the Previous Acquisitions of NVIDIA Shares;
(ii) the Previous Disposals of NVIDIA Shares;
(iii) the Further Acquisition of NVIDIA Shares (taking into account NVIDIA’s ten-for-one forward stock split effective on 7 June 2024, that is an aggregate of 13,700 NVIDIA Shares);
(iv) the May 23 Further Acquisition of NVIDIA Shares (taking into account NVIDIA’s ten-for-one forward stock split effective on 7 June 2024, that is an aggregate of 4,950 NVIDIA Shares); and
(v) the Further Disposal of NVIDIA Shares as disclosed in the announcement of the Company dated 18 June 2024,

the Company is interested in 15,360 NVIDIA Shares (representing approximately 0.000% of the total issued share capital of NVIDIA). The Company had already complied with the notifiable transaction requirements in respect of the acquisitions and disposals of NVIDIA Shares as disclosed in the relevant Previous Announcements and circulars issued by the Company, and the balance of such acquisitions and disposals which were conducted within a 12-month period from the Previous Acquisitions of NVIDIA Shares and the Previous Disposals of NVIDIA Shares was aggregated with the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares and the Further Disposal of NVIDIA Shares.

FURTHER DISPOSAL OF POP MART SHARES

On 17 June 2024, further to the Disposal of Pop Mart Shares through the open market at an aggregate consideration of approximately HK$12.0 million (excluding transaction costs) as disclosed in the announcement of the Company dated 31 May 2024, the Company has further disposed of an aggregate of 378,000 Pop Mart Shares through the open market at an aggregate consideration of approximately HK$15.0 million (excluding transaction costs), which are receivable in cash on settlement. The average price (excluding transaction costs) for the disposal of each Pop Mart Share was approximately HK$39.66. The total consideration for the aggregate of all transactions respectively contemplated under the Disposal of Pop Mart Shares and the Further Disposal of Pop Mart Shares is approximately HK$27.0 million.

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

– 8 –

LETTER FROM THE BOARD

JUNE 18 FURTHER DISPOSAL OF POP MART SHARES

On 18 June 2024, further to (i) the Disposal of Pop Mart Shares through the open market at an aggregate consideration of approximately HK$12.0 million (excluding transaction costs) as disclosed in the announcement of the Company dated 31 May 2024 and (ii) the Further Disposal of Pop Mart Shares through the open market at an aggregate consideration of approximately HK$15.0 million (excluding transaction costs) as disclosed in the paragraph headed “FURTHER DISPOSAL OF POP MART SHARES” above, the Company has further disposed of an aggregate of 262,000 Pop Mart Shares through the open market at an aggregate consideration of approximately HK$10.4 million (excluding transaction costs), which are receivable in cash on settlement. The average price (excluding transaction costs) for the disposal of each Pop Mart Share was approximately HK$39.70. The total consideration for the aggregate of all transactions respectively contemplated under the Disposal of Pop Mart Shares and the June 18 Further Disposal of Pop Mart Shares is approximately HK$37.4 million.

As the June 18 Further Disposal of Pop Mart Shares was conducted in the open market, the identities of the counterparties of the disposed 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 disposed Pop Mart Shares are Independent Third Parties. As at the Latest Practicable Date, the Company ceased to hold any Pop Mart Shares. The Company had already complied with the notifiable transaction requirements in respect of the acquisitions and disposals of Pop Mart Shares as disclosed in the previous relevant announcements of the Company and the balance of such acquisitions and disposals which were conducted within a 12-month period from the Previous Acquisitions of Pop Mart Shares and the Disposal of Pop Mart Shares was aggregated with the Further Disposal of Pop Mart Shares and the June 18 Further Disposal of Pop Mart Shares.

JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES

On 20 June 2024 (after trading hours of the Stock Exchange), further to the Further Disposal of Super Micro Shares through the open market at an aggregate consideration of approximately US$2.2 million (equivalent to approximately HK$17.0 million) (excluding transaction costs) as disclosed by the Company in the announcement dated 18 June 2024, the Company has further disposed of an aggregate of 2,680 Super Micro Shares through the open market at an aggregate consideration of approximately US$2.6 million (equivalent to approximately HK$20.4 million) (excluding transaction costs), which are receivable in cash on settlement. The average price (excluding transaction costs) for the disposal of each Super Micro Share was approximately US$979.31 (equivalent to approximately HK$7,619.00). The total consideration for the aggregate of all transactions respectively contemplated under the Further Disposal of Super Micro Shares and the June 20 Further Disposal of Super Micro Shares is approximately US$4.8 million (equivalent to approximately HK$37.4 million).

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LETTER FROM THE BOARD

As the June 20 Further Disposal of Super Micro Shares was conducted in the open market, the identities of the counterparties of the disposed 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 disposed Super Micro Shares are Independent Third Parties.

As at the Latest Practicable Date, the Company ceased to hold any Super Micro Shares. The Company had already complied with the notifiable transaction requirements in respect of the disposals of Super Micro Shares as disclosed in the previous relevant announcements of the Company and the balance of such acquisitions and disposals which were conducted within a 12-month period from the Previous Acquisitions of Super Micro Shares and the Previous Disposals of Super Micro Shares was aggregated with the Further Disposal of Super Micro Shares and the June 20 Further Disposal of Super Micro Shares.

INFORMATION ON THE COMPANY

The Company is an investment holding company and the Group is principally engaged in the manufacture and trading of electronic and electrical parts and components. The Group operates its business through three segments: (i) The Manufacturing segment is engaged in the sale of electronics and electrical parts and components produced by the Company. The products manufactured by the Company are mainly applied in smart consumer electronic devices; (ii) The Broadband Infrastructure and Smart Domain segment is engaged in the provision of broadband infrastructure construction services, broadband promotion services, and smart domain solutions; and (iii) The Trading segment is engaged in the trading of electronic and electrical parts and components sourced from third party suppliers.

INFORMATION ON NVIDIA, POP MART AND SUPER MICRO

NVIDIA

NVIDIA is a Delaware corporation and a software and fabless company which designs graphics processing units (GPUs), application programming interface (APIs) for data science and high-performance computing as well as system on a chip units (SoCs) for the mobile computing and automotive market. NVIDIA is a dominant supplier of artificial intelligence hardware and software. Its professional line of GPUs are used in workstations for applications in such fields as architecture, engineering and construction, media and entertainment, automotive, scientific research, and manufacturing design. In addition to GPU manufacturing, NVIDIA provides an API called CUDA that allows the creation of massively parallel programs which utilize GPUs.

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LETTER FROM THE BOARD

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

	For the year ended	For the year ended	For the year ended
	30 January 2022	29 January 2023	28 January 2024
	(audited)	(audited)	(audited)
	US$’000 HK$’000	US$’000 HK$’000	US$’000 HK$’000
Revenue	26,914,000 209,391,000	26,974,000 209,858,000	60,922,000 473,973,000
Income before tax	9,941,000 77,340,980	4,181,000 32,528,180	33,818,000 263,104,000
Net income	9,752,000 75,871,000	4,368,000 33,983,000	29,760,000 231,533,000

Based on NVIDIA’s published documents, the NVIDIA Group has an audited consolidated net assets value of approximately US$26.6 billion (equivalent to approximately HK$207.0 billion) as at 30 January 2022, approximately US$22.1 billion (equivalent to approximately HK$171.9 billion) as at 29 January 2023 and approximately US$42,978 million (equivalent to approximately HK$334,369 million) as at 28 January 2024.

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. It 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	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 assets 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

– 11 –

LETTER FROM THE BOARD

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.

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.

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	For the year ended	For the year ended
	30 June	2021	30 June	2022	30 June	2023
	(audited)		(audited)		(audited)
	US$’000	HK$’000	US$’000	HK$’000	US$’000	HK$’000
Net sales	3,557,422	27,676,743	5,196,099	40,425,650	7,123,482	55,420,690
Income before income tax
provision	118,628	922,926	336,833	2,620,561	754,297	5,868,431
Net income	111,865	870,310	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$1,096 million (equivalent to approximately HK$8,527 million) as at 30 June 2021, 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$5,094 million (equivalent to approximately HK$39,631 million) as at 31 March 2024.

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LETTER FROM THE BOARD

FINANCIAL EFFECT OF (I) THE FURTHER ACQUISITION OF NVIDIA SHARES, (II) THE MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES, (III) THE FURTHER DISPOSAL OF POP MART SHARES, (IV) THE JUNE 18 FURTHER DISPOSAL OF POP MART SHARES AND (V) THE JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES

Further Acquisition of NVIDIA Shares

The total consideration for the aggregate of all transactions respectively contemplated under (i) the Previous Acquisitions of NVIDIA Shares; (ii) the Previous Disposals of NVIDIA Shares; and (iii) the Further Acquisition of NVIDIA Shares is approximately US$1.9 million (equivalent to approximately HK$14.6 million).

The Further Acquisition of NVIDIA Shares was accounted for as financial assets at fair value through profit or loss in the consolidated financial statements of the Group. The Further Acquisition of NVIDIA Shares was initially recognised at fair value in the consolidated statement of financial position of the Group. Any fair value gain or loss arising from the Further Acquisition of NVIDIA Shares will be recognised in the consolidated statement of profit and loss of the Group at the end of each reporting period.

As the Further Acquisition of NVIDIA Shares was financed by internally generated funds, the assets and liabilities of the Group are expected to remain unchanged.

Save as disclosed above, there will be no immediate material effect on the earnings and assets and liabilities of the Group associated with the Further Acquisition of NVIDIA Shares.

May 23 Further Acquisition of NVIDIA Shares

The total consideration for the aggregate of all transactions respectively contemplated under (i) the Previous Acquisitions of NVIDIA Shares; (ii) the Previous Disposals of NVIDIA Shares; (iii) the Further Acquisition of NVIDIA Shares; and (iv) the May 23 Further Acquisition of NVIDIA Shares is approximately US$2.4 million (equivalent to approximately HK$18.6 million).

The May 23 Further Acquisition of NVIDIA Shares was accounted for as financial assets at fair value through profit or loss in the consolidated financial statements of the Group. The May 23 Further Acquisition of NVIDIA Shares was initially recognised at fair value in the consolidated statement of financial position of the Group. Any fair value gain or loss arising from the May 23 Further Acquisition of NVIDIA Shares will be recognised in the consolidated statement of profit and loss of the Group at the end of each reporting period.

As the May 23 Further Acquisition of NVIDIA Shares was financed by internally generated funds, the assets and liabilities of the Group are expected to remain unchanged.

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LETTER FROM THE BOARD

Save as disclosed above, there will be no immediate material effect on the earnings and assets and liabilities of the Group associated with the May 23 Further Acquisition of NVIDIA Shares.

Further Disposal of Pop Mart Shares

Upon completion of the Further Disposal of Pop Mart Shares, the Company shall cease to hold any Pop Mart Shares. Upon Completion, the Group expects to recognise a gain on the Further Disposal of Pop Mart Shares (before taxation) of HK$4.0 million, which is the difference between the aggregate consideration for the Further Disposal of Pop Mart Shares of HK$15.0 million and the carrying amount of approximately HK$11.0 million of the disposed Pop Mart Shares, which is classified as financial assets at fair value through profit or loss in the consolidated financial statement of the Group.

Upon completion of the Further Disposal of Pop Mart Shares, the total assets of the Group would have increased by HK$4.0 million due to the recognition of the gain on the Further Disposal of Pop Mart Shares minus the associated transaction costs, whereas the total liabilities of the Group would have remained unchanged.

June 18 Further Disposal of Pop Mart Shares

Upon completion of the June 18 Further Disposal of Pop Mart Shares, the Company shall cease to hold any Pop Mart Shares. Upon Completion, the Group expects to recognise a gain on the June 18 Further Disposal of Pop Mart Shares (before taxation) of HK$2.8 million, which is the difference between the aggregate consideration for the June 18 Further Disposal of Pop Mart Shares of HK$10.4 million and the carrying amount of approximately HK$7.6 million of the disposed Pop Mart Shares, which is classified as financial assets at fair value through profit or loss in the consolidated financial statement of the Group.

Upon completion of the June 18 Further Disposal of Pop Mart Shares, the total assets of the Group would have increased by HK$2.8 million due to the recognition of the gain on the June 18 Further Disposal of Pop Mart Shares minus the associated transaction costs, whereas the total liabilities of the Group would have remained unchanged.

June 20 Further Disposal of Super Micro Shares

Upon completion of the June 20 Further Disposal of Super Micro Shares, the Company shall cease to hold any Super Micro Shares. Upon Completion, the Group expects to recognise a gain on the June 20 Further Disposal of Super Micro Shares (before taxation) of US$1.0 million (equivalent to approximately HK$7.4 million), which is the difference between the aggregate consideration for the June 20 Further Disposal of Super Micro Shares of approximately US$2.6 million (equivalent to approximately HK$20.4 million) and the carrying amount of approximately US$1.7 million (equivalent to approximately HK$13.0 million) of the disposed Super Micro Shares, which is classified as financial assets at fair value through profit or loss in the consolidated financial statement of the Group.

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LETTER FROM THE BOARD

Upon completion of the June 20 Further Disposal of Super Micro Shares, the total assets of the Group would have increased by HK$7.4 million due to the recognition of the gain on the June 20 Further Disposal of Super Micro Shares minus the associated transaction costs, whereas the total liabilities of the Group would have remained unchanged.

It should be noted that the above financial effects of (i) the Further Acquisition of NVIDIA Shares, (ii) the May 23 Further Acquisition of NVIDIA Shares, (iii) the Further Disposal of Pop Mart Shares, (iv) the June 18 Further Disposal of Pop Mart Shares and (v) the June 20 Further Disposal of Super Micro Shares are for illustrative purposes only. The actual impact of (i) the Further Acquisition of NVIDIA Shares, (ii) the May 23 Further Acquisition of NVIDIA Shares, (iii) the Further Disposal of Pop Mart Shares, (iv) the June 18 Further Disposal of Pop Mart Shares and (v) the June 20 Further Disposal of Super Micro Shares to be recognised by the Group will be subject to final audit by the Company’s auditors.

REASONS FOR AND BENEFITS OF (I) THE FURTHER ACQUISITION OF NVIDIA SHARES, (II) THE MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES, (III) THE FURTHER DISPOSAL OF POP MART SHARES, (IV) THE JUNE 18 FURTHER DISPOSAL OF POP MART SHARES AND (V) THE JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES

Further Acquisition of NVIDIA Shares and May 23 Further Acquisition of NVIDIA Shares

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.

NVIDIA is a leading manufacturer of high-end GPUs in the United States. As set out in the Previous Announcements, the Board holds positive views towards the financial performance and future prospect of NVIDIA. At the relevant times, the Group considered that the Further Acquisition of NVIDIA Shares and the May 23 Further Acquisition of NVIDIA Shares could increase our holdings in these attractive investments and to further expand its investment portfolio with quality assets, which would enhance investment return for the Group.

As the Further Acquisition of NVIDIA Shares and the May 23 Further Acquisition of NVIDIA Shares were made in the open market at prevailing market prices, the Directors (including the independent non-executive Directors) are of the view that the terms of the Further Acquisition of NVIDIA Shares and the May 23 Further Acquisition of NVIDIA Shares are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

– 15 –

LETTER FROM THE BOARD

Further Disposal of Pop Mart Shares

The total consideration for the aggregate of all transactions respectively contemplated under the Disposal of Pop Mart Shares and the Further Disposal of Pop Mart Shares is approximately HK$27.0 million.

As a result of the Further Disposal of Pop Mart Shares, the Group is expected to recognise a gain of approximately HK$4.0 million being the difference between the consideration received from the Further Disposal of Pop Mart Shares and the acquisition cost of disposed Pop Mart Shares. The Group considers that the Further Disposal of Pop Mart Shares represents an opportunity to allow the Group to reallocate the resources and investment portfolio. The Group has applied part of the proceeds from the Further Disposal of Pop Mart Shares of approximately HK$15.0 million for general working capital of the Group or other appropriate investment opportunities as and when appropriate.

As the Further Disposal of Pop Mart Shares was made in the open market at prevailing market price, the Directors (including the independent non-executive Directors) are of the view that the terms of the Further Disposal of Pop Mart Shares are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

June 18 Further Disposal of Pop Mart Shares

The total consideration for the aggregate of all transactions respectively contemplated under the Disposal of Pop Mart Shares, the Further Disposal of Pop Mart Shares and the June 18 Further Disposal of Pop Mart Shares is approximately HK$37.4 million.

As a result of the June 18 Further Disposal of Pop Mart Shares, the Group is expected to recognise a gain of approximately HK$2.8 million being the difference between the consideration received from the June 18 Further Disposal of Pop Mart Shares and the acquisition cost of disposed Pop Mart Shares. The Group considers that the June 18 Further Disposal of Pop Mart Shares represents an opportunity to allow the Group to reallocate the resources and investment portfolio. The Group has applied part of the proceeds from the June 18 Further Disposal of Pop Mart Shares of approximately HK$10.4 million for general working capital of the Group or other appropriate investment opportunities as and when appropriate.

As the June 18 Further Disposal of Pop Mart Shares was made in the open market at prevailing market price, the Directors (including the independent non-executive Directors) are of the view that the terms of the June 18 Further Disposal of Pop Mart Shares are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

June 20 Further Disposal of Super Micro Shares

The total consideration for the aggregate of all transactions respectively contemplated under the Further Disposal of Super Micro Shares and the June 20 Further Disposal of Super Micro Shares is approximately US$4.8 million (equivalent to approximately HK$37.4 million).

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LETTER FROM THE BOARD

As a result of the June 20 Further Disposal of Super Micro Shares, the Group is expected to recognise a gain of approximately US$1.0 million (equivalent to approximately HK$7.4 million) being the difference between the consideration received from the June 20 Further Disposal of Super Micro Shares and the acquisition cost of disposed Super Micro Shares. The Group considers that the June 20 Further Disposal of Super Micro 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 June 20 Further Disposal of Super Micro Shares of approximately US$2.6 million (equivalent to approximately HK$20.4 million) in aggregate for general working capital of the Group or other appropriate investment opportunities as and when appropriate.

As the June 20 Further Disposal of Super Micro Shares was made in the open market at prevailing market prices, the Directors are of the view that the terms of the June 20 Further Disposal of Super Micro Shares are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

Further Acquisition of NVIDIA 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 NVIDIA Shares, the Previous Disposals of NVIDIA Shares and the Further Acquisition of NVIDIA Shares involve the acquisitions and disposals of NVIDIA 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$1.9 million (equivalent to approximately HK$14.6 million).

The Further Acquisition of NVIDIA 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 NVIDIA Shares, when aggregated with the Previous Acquisitions of NVIDIA Shares and the Previous Disposals of NVIDIA Shares by the Company in the preceding 12-month period, exceeds 25% but is less than 100%, the Further Acquisition of NVIDIA 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.

May 23 Further Acquisition of NVIDIA Shares

– 17 –

LETTER FROM THE BOARD

period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$2.4 million (equivalent to approximately HK$18.6 million).

The May 23 Further Acquisition of NVIDIA 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 May 23 Further Acquisition of NVIDIA Shares, when aggregated with the Previous Acquisitions of NVIDIA Shares, the Previous Disposals of NVIDIA Shares and the Further Acquisition of NVIDIA Shares by the Company in the preceding 12-month period, exceeds 25% but is less than 100%, the May 23 Further Acquisition of NVIDIA 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 Disposal 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 Disposal of Pop Mart Shares and the Further Disposal of Pop Mart Shares involve 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$27.0 million.

The Further Disposal 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 Disposal of Pop Mart Shares, when aggregated with the Disposal of Pop Mart Shares by the Company in the preceding 12-month period, exceeds 25% but is less than 75%, the Further Disposal 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.

June 18 Further Disposal 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 Disposal of Pop Mart Shares, the Further Disposal of Pop Mart Shares and the June 18 Further Disposal of Pop Mart Shares involve 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$37.4 million.

– 18 –

LETTER FROM THE BOARD

The June 18 Further Disposal 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 June 18 Further Disposal of Pop Mart Shares, when aggregated with the Disposal of Pop Mart Shares and the Further Disposal of Pop Mart Shares by the Company in the preceding 12-month period, exceeds 25% but is less than 75%, the June 18 Further Disposal 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.

June 20 Further Disposal 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 Further Disposal of Super Micro Shares and the June 20 Further Disposal of Super Micro Shares involve 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$4.8 million (equivalent to approximately HK$37.4 million).

The June 20 Further Disposal 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 June 20 Further Disposal of Super Micro Shares, when aggregated with the Further Disposal of Super Micro Shares by the Company in the preceding 12-month period, exceeds 25% but is less than 75%, the June 20 Further Disposal 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.

WAIVER FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE LISTING RULES

Waiver from strict compliance with Rule 14.67(6)(a)(i) and Rule 14.67(7) of the Listing Rules

Pursuant to Rules 14.67(6)(a)(i) and 14.67(7) of the Listing Rules, the Company is required to include in this circular an accountant’s report on NVIDIA which is prepared in accordance with Chapter 4 of the Listing Rules and a discussion and analysis on results of NVIDIA covering all those matters set out in paragraph 32 of Appendix D2 to the Listing Rules for the period reported in such accountant’s report.

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LETTER FROM THE BOARD

As the Company considers that the strict compliance with Rules 14.67(6)(a)(i) and 14.67(7) of the Listing Rules would be unduly burdensome, the Company has applied for waiver from strict compliance of the aforesaid Listing Rules on the following grounds:

(a) The Further Acquisition of NVIDIA Shares and the May 23 Further Acquisition of NVIDIA Shares are part of the Group’s strategic investments business, and the Group may make appropriate investment opportunities as and when appropriate, including but not limited to acquisition(s) and disposal(s) of listed equity securities. Subsequent to each of the Further Acquisition of NVIDIA Shares and the May 23 Further Acquisition of NVIDIA Shares, the percentage of NVIDIA Shares held by the Company would be approximately 0.000%. The Company also does not have any board seats in NVIDIA. The Company’s minority interest in NVIDIA is minimal and insignificant to exert any form of control over NVIDIA.
(b) NVIDIA, being listed companies incorporated in the United States, has its financial results prepared in accordance with accounting principles generally accepted in the United States as contained in the Financial Accounting Standards Board Accounting Standards Codification (the “ U.S. GAAP ”). NVIDIA had been publishing financial information to the market on a regular basis to enable investors to assess their activities and financial position. NVIDIA is listed on Nasdaq and its financial disclosures are subject to supervision by the relevant regulatory authorities.
(c) Following the Further Acquisition of NVIDIA Shares and the May 23 Further Acquisition of NVIDIA Shares, NVIDIA will not become a subsidiary or an associate of the Company and the financial results of NVIDIA will not be consolidated in the financial statements of the Group nor be equity accounted for in the Group’s consolidated financial statements as an associate. Requiring the Company to arrange for an accountants’ report on NVIDIA will be out of proportion to the size of the Further Acquisition of NVIDIA Shares and the May 23 Further Acquisition of NVIDIA Shares in terms of time and costs involved.
(d) As each of the Further Acquisition of NVIDIA Shares and the May 23 Further Acquisition of NVIDIA Shares was a transaction made in the open market, NVIDIA was not obliged to assist the Company to prepare the accountants’ report or a discussion and analysis of results on it for the Further Acquisition of NVIDIA Shares and the May 23 Further Acquisition of NVIDIA Shares. In addition, the Company does not have access to NVIDIA’s books and records to prepare the accountants’ report on it in accordance with the Listing Rules.
(e) The preparation of the accountants’ report under Rule 14.67(a)(i) of the Listing Rules for inclusion in the circular would require converting the financial information of NVIDIA based on the Hong Kong Financial Reporting Standards. Even assuming NVIDIA is prepared to provide extensive access to its accounting records and provide explanations in relation to the same, the Company considers that it would be unduly onerous to require the Company to set out an accountants’ report of NVIDIA in its

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LETTER FROM THE BOARD

circular as the auditors of the Company would have to carry out audit procedures on NVIDIA, which would not provide meaningful information to the Shareholders given the above.

(f) NVIDIA, being a listed company incorporated in the United States, is required to publish its audited financial statements, on a regular basis, for each financial year, on its websites. The said financial statements of NVIDIA were audited by PricewaterhouseCoopers LLP and were prepared based on the U.S. GAAP. Such SEC filings have been published by NVIDIA as required and can be easily obtained by the Shareholders and will enable them and potential investors to make a properly informed assessment of NVIDIA. Further, NVIDIA would publish its unaudited quarterly results on their websites. The unaudited quarterly results were prepared based on the U.S. GAAP, and such information is publicly available.
(g) The Company’s reporting accountant to this circular considers that the accounting standards under U.S. GAAP and the accounting policies of the Company, i.e. Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, are materially consistent.
(h) As stated in the reasons set out in points (d) and (f) above, the Company could not access the books and records of NVIDIA and NVIDIA was not prepared to disclose any additional financial information. Thus, the Company were not able to prepare the discussion and analysis of results of NVIDIA for the incorporation into this circular. In addition, the Company could not express any view as to the truth, accuracy or completeness on the discussion and analysis of the results of NVIDIA as stated in its published information.

In light of the above, the Company considers that strict compliance with requirements under Rules 14.67(6)(a)(i) and 14.67(7) of the Listing Rules would be unduly burdensome and impractical, and a relaxation of such requirements would unlikely result in undue risks to the Shareholders and potential investors of the Company.

Alternative disclosures

The Company has included the following information in this circular as alternative disclosures to an accountants’ report required under Rule 14.67(6)(a)(i) of the Listing Rules and a management discussion and analysis required under Rule 14.67(7) of the Listing Rules:

(a) the annual audited consolidated financial statements of NVIDIA for the year ended 30 January 2022 as extracted from the published documents of NVIDIA, which is set out on page II-2 to II-37 in Appendix II to this circular;
(b) the annual audited consolidated financial statements of NVIDIA for the year ended 29 January 2023 as extracted from the published documents of NVIDIA, which is set out on page II-38 to II-69 in Appendix II to this circular;

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LETTER FROM THE BOARD

(c) the annual audited consolidated financial statements of NVIDIA for the year ended 28 January 2024 as extracted from the published documents of NVIDIA, which is set out on page II-70 to II-103 in Appendix II to this circular; and
(d) the management discussion and analysis of the results of operations of NVIDIA for the three financial years ended 30 January 2022, 29 January 2023 and 28 January 2024 as extracted from the published documents of NVIDIA, which are set out on pages III-1 to III-32 in Appendix III to this circular.

Based on the information provided by the Company and the alternative disclosures above, the Stock Exchange granted the waiver from strict compliance with Rules 14.67(6)(a)(i) and 14.67(7) under 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 NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro 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 NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro 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 NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares. Thus, if the Company were to convene a general meeting to approve each of the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares, no Shareholder is required to abstain from voting on the resolutions in relation to the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares. As such, each of the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares may be approved by written Shareholder’s approval in accordance with Rule 14.44 of the Listing Rules.

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LETTER FROM THE BOARD

In relation to written approval in lieu of holding a general meeting in respect of each of the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares, the Company obtained 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 the written approval by Yoho Bravo Limited and the Latest Practicable Date respectively) pursuant to Rule 14.44 of the Listing Rules. As a result, no extraordinary general meeting will be convened to consider each of the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares are on normal commercial terms, which is fair and reasonable and in the interests of the Company and its Shareholders as a whole. The Directors would recommend the Shareholders to vote in favour of the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares if a physical meeting were to be held.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

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

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Details of the financial information of the Company for the three years ended 31 December 2021, 2022 and 2023 have been published and are available on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (http://www.brainholetechnology.com) respectively:

the annual report of the Company for the year ended 31 December 2021 (pages 84 to 169) published on 28 April 2022, available on:

https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0428/2022042800574.pdf

the annual report of the Company for the year ended 31 December 2022 (pages 81 to 169) published on 26 April 2023, available on:

https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0426/2023042600894.pdf

the annual report of the Company for the year ended 31 December 2023 (pages 83 to 173) published on 29 April 2024, available on:

https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0429/2024042902560.pdf

2. STATEMENT OF INDEBTEDNESS OF THE GROUP

At the close of business on 31 May 2024, being the latest practicable date for the purpose of ascertaining the indebtedness of the Group prior to the printing of this Circular, the Group had outstanding indebtedness as follows:

	31 May 2024
	HK$’000
Lease liabilities	1,977
Loan from immediate holding company	Nil
Loans from related companies	49,376
Loan from ultimate controlling party	127,960

As at 31 May 2024, all the loan from immediate holding company, loans from related companies and loan from ultimate controlling party of the Group disclosed above are unsecured and unguaranteed.

Save as disclosed above, the Group did not, as of the close of business on 31 May 2024, have any debt securities issued and outstanding, or authorised or otherwise created but unissued, any other term loans, any other borrowings or indebtedness in the nature of borrowings including bank overdrafts and liabilities under acceptance (other than normal trade bills) or acceptance credits or hire purchase commitments, any other mortgages and charges or any guarantees or any finance lease commitments or material contingent liabilities.

– I-1 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. WORKING CAPITAL STATEMENT OF THE GROUP

The Directors, after due and careful consideration, are of the opinion that, taking into account the financial resources available to the Group, including internally generated funds and the available facilities, and the impact of the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares, the Group will have sufficient working capital for its business for at least 12 months from the date of this circular.

The Company has obtained the relevant confirmation as required under Rule 14.66 (12) of the Listing Rules.

4. MATERIAL ADVERSE CHANGE

At the Latest Practicable Date and to the best knowledge of the Directors, there was no material adverse change in the financial or trading position of the Group since 31 December 2023 (being the date to which the latest published audited financial statements of the Group were made up).

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

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 aims to leverage our own advantages in the field of smart technology to capture investment opportunities and actively diversify the investments in the field of innovative technologies, in order to create greater value for the Shareholders.

Since 2022, the Group commenced the strategic investments business which engages in trading of cryptocurrencies and listed equity securities. In particular to the listed equity securities, the investment portfolio mainly comprises leading technology companies and high quality large companies listed in the United States and Hong Kong. As stated in the paragraphs headed “REASONS FOR AND BENEFITS OF (I) THE FURTHER ACQUISITION OF NVIDIA SHARES, (II) MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES, (III) THE FURTHER DISPOSAL OF POP MART SHARES, (IV) THE JUNE 18 FURTHER DISPOSAL OF POP MART SHARES AND (V) THE JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES”, the Group considers that the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares represent opportunities to allow the Group to reallocate the resources and investment portfolio. The Group will closely monitor and assess the performance of these listed equity securities and make timely and appropriate adjustments on the investment portfolio to enhance the returns for the Group and realise the investments as and when appropriate.

– I-2 –

FINANCIAL INFORMATION OF NVIDIA

APPENDIX II

FINANCIAL INFORMATION OF NVIDIA FOR EACH OF THE THREE YEARS ENDED 30 JANUARY 2022, 29 JANUARY 2023 AND 28 JANUARY 2024

For the purpose of this section only, unless the context requires otherwise, references to the “Company” are to NVIDIA, and references to “we”, “us” and “our” shall be construed accordingly.

The following is an extract of the audited consolidated financial statements of NVIDIA for the three years ended 30 January 2022, 29 January 2023 and 28 January 2024, which were prepared in accordance with the U.S. GAAP, as extracted from the respective annual reports/third quarterly report of NVIDIA for the three years ended 30 January 2022, 29 January 2023 and 28 January 2024. These financial statements were issued in English and the Chinese translated version is provided for information purposes only. In case of discrepancies between the two versions, the English version shall prevail.

The annual reports and consolidated financial statements of NVIDIA for the three years ended 30 January 2022, 29 January 2023 and 28 January 2024 are available at the website of the SEC (https://www.sec.gov/).

The Directors wish to emphasise that the extracts reproduced below are not prepared for incorporation into this circular and the Company has not participated in their preparation. As such, the Directors do not express any view as to their truth, accuracy or completeness, and the Shareholders and investors should exercise caution and should not place undue reliance on such information.

– II-1 –

FINANCIAL INFORMATION OF NVIDIA

APPENDIX II

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– II-2 –

FINANCIAL INFORMATION OF NVIDIA

APPENDIX II

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FINANCIAL INFORMATION OF NVIDIA

APPENDIX II

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– II-4 –

FINANCIAL INFORMATION OF NVIDIA

APPENDIX II

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– II-5 –

FINANCIAL INFORMATION OF NVIDIA

APPENDIX II

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FINANCIAL INFORMATION OF NVIDIA

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FINANCIAL INFORMATION OF NVIDIA

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FINANCIAL INFORMATION OF NVIDIA

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– II-103 –

APPENDIX III MANAGEMENT DISCUSSION AND ANALYSIS OF NVIDIA

The following management discussion and analysis of the results of NVIDIA is extracted from the annual reports of NVIDIA for the years ended 30 January 2022, 29 January 2023 and 28 January 2024. It should be read in conjunction with the financial information of NVIDIA for the years ended 30 January 2022, 29 January 2023 and 28 January 2024 set forth in Appendix II to this circular. The management discussion and analysis of the results of NVIDIA was issued in English and the Chinese translated version is provided for information purposes only. In case of discrepancies between the two versions, the English version shall prevail.

The Directors wish to emphasise that the extracts reproduced below are not prepared for incorporation into this circular and the Group has not participated in their preparation. As such, the Directors do not express any view as to their truth, accuracy or completeness, and the Shareholders and investors should exercise caution and should not place undue reliance on such information.

– III-1 –

APPENDIX III MANAGEMENT DISCUSSION AND ANALYSIS OF NVIDIA

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APPENDIX III MANAGEMENT DISCUSSION AND ANALYSIS OF NVIDIA

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Item 1A. Risk Factors”, our Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described elsewhere in this Annual Report on Form 10-K, before deciding to purchase, hold or sell shares of our common stock.

Overview

Our Company and Our Businesses

NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. Since our original focus on PC graphics, we have expanded to several other large and important computationally intensive fields. NVIDIA has leveraged its GPU architecture to create platforms for accelerated computing, Al solutions, scientific computing, data science, AV, robotics, metaverse and 3D internet applications.

Our two operating segments are "Compute & Networking" and "Graphics." Refer to Note 17 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.

Recent Developments, Future Objectives and Challenges

Demand and Supply, Product Transitions, and New Products and Business Models

Demand for our data center systems and products surged in fiscal year 2024. Entering fiscal year 2025, we are gathering customer demand indications across several product transitions. We have demand visibility for our new data center products ramping later in fiscal year 2025. We have increased our supply and capacity purchases with existing suppliers, added new vendors and entered into prepaid manufacturing and capacity agreements. These increased purchase volumes, the number of suppliers, and the integration of new vendors into our supply chain may create more complexity and execution risk. Our purchase commitments and obligations for inventory and manufacturing capacity at the end of fiscal year 2024 were impacted by shortening lead times for certain components. We may continue to enter into new supplier and capacity arrangements. Supply of Hopper architecture products is improving, and demand remains very strong. We expect our next-generation products to be supply-constrained based upon demand indications. We may incur inventory provisions or impairments if our inventory or supply or capacity commitments exceed demand for our products or demand declines.

We build finished products and maintain inventory in advance of anticipated demand. While we have entered into long-term supply and capacity commitments, we may not be able to secure sufficient commitments for capacity to address our business needs, or our long-term demand expectations may change. These risks may increase as we shorten our product development cycles, enter new lines of business, or integrate new suppliers or components into our supply chain, creating additional supply chain complexity.

Product transitions are complex as we often ship both new and prior architecture products simultaneously and we and our channel partners prepare to ship and support new products. Due to our product introduction cycles, we are almost always in various stages of transitioning the architecture of our Data Center, Professional Visualization, and Gaming products. We will have a broader and faster Data Center product launch cadence to meet a growing and diverse set of Al opportunities. The increased frequency of these transitions may magnify the challenges associated with managing our supply and demand due to manufacturing lead times. Qualification time for new products, customers anticipating product transitions and channel partners reducing channel inventory of prior architectures ahead of new product introductions can create reductions or volatility in our revenue. The increasing frequency and complexity of newly introduced products could result in quality or production issues that could increase inventory provisions, warranty or other costs or result in product delays. Deployment of new products to customers creates additional challenges due to the complexity of our technologies, which has impacted and may in the future impact the timing of customer purchases or otherwise impact our demand. While we have managed prior product transitions and have previously sold multiple product architectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our supply mix, and we may incur additional costs.

We build technology and introduce products for new and innovative use cases and applications such as our NVIDIA DGX Cloud services, Omniverse platform, LLMs, and generative Al models. Our demand estimates for new use cases, applications, and services can be incorrect and create volatility in our revenue or supply levels, and we may not be able to generate significant revenue from these use cases, applications, and services. Recent technologies, such as generative Al models, have emerged, and while they have driven increased demand for Data Center, the long-term trajectory is unknown.

Global Trade

During the third quarter of fiscal year 2023, the USG, announced licensing requirements that, with certain exceptions, impact exports to China (including Hong Kong and Macau) and Russia of our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits.

In July 2023, the USG informed us of an additional licensing requirement for a subset of A100 and H100 products destined to

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certain customers and other regions, including some countries in the Middle East.

In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to China and Country Groups D1, D4, and D5 (including but not limited to Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including A100, A800, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China. On October 23, 2023, the USG informed us the licensing requirements were effective immediately for shipments of our A100, A800, H100, H800, and L40S products. Our sales to China decreased as a percentage of total Data Center revenue from 19% in fiscal year 2023 to 14% in fiscal year 2024.

We have not received licenses to ship these restricted products to China. We are working to expand our Data Center product portfolio to offer new solutions, including those for which the USG does not require a license or advance notice before each shipment. We have started to ship alternatives to the China market in small volumes. China represented a mid-single digit percentage of our Data Center revenue in the fourth quarter of fiscal year 2024 due to USG licensing requirements and we expect China to be in a similar range in the first quarter of fiscal year 2025. To the extent that a customer requires products covered by the licensing requirements, we may seek a license for the customer but have no assurance that the USG will grant such a license, or that the USG will act on the license application in a timely manner or at all.

Our competitive position has been harmed, and our competitive position and future results may be further harmed in the long term, if there are further changes in the USG's export controls. Given the increasing strategic importance of Al and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing requirements, effectively excluding us from all or part of the China market, as well as other impacted markets, including the Middle East.

While we work to enhance the resiliency and redundancy of our supply chain, which is currently concentrated in the Asia-Pacific region, new and existing export controls or changes to existing export controls could limit alternative manufacturing locations and negatively impact our business. Refer to "Item 1 A. Risk Factors -Risks Related to Regulatory, Legal, Our Stock and Other Matters" for a discussion of this potential impact.

Macroeconomic Factors

Macroeconomic factors, including inflation, increased interest rates, capital market volatility, global supply chain constraints and global economic and geopolitical developments, may have direct and indirect impacts on our results of operations, particularly demand for our products. While difficult to isolate and quantify, these macroeconomic factors can also impact our supply chain and manufacturing costs, employee wages, costs for capital equipment and value of our investments. Our product and solution pricing generally does not fluctuate with short-term changes in our costs. Within our supply chain, we continuously manage product availability and costs with our vendors.

Israel and Hamas Conflict

We are monitoring the impact of the geopolitical conflict in and around Israel on our operations, including the health and safety of our approximately 3,700 employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products. Our operating expenses in fiscal year 2024 include expenses for financial support to impacted employees and charitable activity. We believe our global supply chain for our networking products has not experienced any significant impact. Further, in connection with the conflict, a substantial number of our employees in the region have been called-up for active military duty in Israel. Accordingly, some of our employees in Israel have been absent for an extended period and they or others may continue to be absent, which may cause disruption to our product development or operations. We did not experience any significant impact or expense to our business; however, if the conflict is further extended, it could impact future product development, operations, and revenue or create other uncertainty for our business.

Fiscal Year 2024 Summary

($ in millions, except per share data)

($ in millions, except per share data)
		Year Ended
	Jan 28,2024	Jan 29,2023	Change
Revenue	$60,922	$26,974	Up 126%
Gross margin	72.7 %	56.9 %	Up 15.8 pts

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Operating expenses	$11,329	$11,132	Up 2%
Operating income	$32,972	$4,224	Up 681 %
Net income	$29,760	$4,368	Up 581%
Net income per diluted share	$11.93	$1.74	Up 586%

We specialize in markets where our computing platforms can provide tremendous acceleration for applications. These platforms incorporate processors, interconnects, software, algorithms, systems, and services to deliver unique value. Our platforms address four large markets where our expertise is critical: Data Center, Gaming, Professional Visualization, and Automotive.

Revenue for fiscal year 2024 was $60.9 billion, up 126% from a year ago.

Data Center revenue for fiscal year 2024 was up 217%. Strong demand was driven by enterprise software and consumer internet applications, and multiple industry verticals including automotive, financial services, and healthcare. Customers across industry verticals access NVIDIA Al infrastructure both through the cloud and on-premises. Data Center compute revenue was up 244% in the fiscal year. Networking revenue was up 133% in the fiscal year.

Gaming revenue for fiscal year 2024 was up 15%. The increase reflects higher sell-in to partners following the normalization of channel inventory levels and growing demand.

Professional Visualization revenue for fiscal year 2024 was up 1 %.

Automotive revenue for the fiscal year 2024 was up 21 %. The increase primarily reflected growth in self-driving platforms.

Gross margin increased in fiscal year 2024, primarily driven by Data Center revenue growth and lower net inventory provisions as a percentage of revenue.

Operating expenses increased for fiscal year 2024, driven by growth in employees and compensation increases. Fiscal year 2023 also included a $1.4 billion acquisition termination charge related to the proposed Arm transaction.

Market Platform Highlights

Data Center revenue for fiscal year 2024 was $47.5 billion, up 217% from fiscal year 2023. In Data Center, we launched Al inference platforms that combine our full-stack inference software with NVIDIA Ada, NVIDIA Hopper and NVIDIA Grace Hopper processors optimized for generative Al, LLMs and other Al workloads. We introduced NVIDIA DGX Cloud and Al Foundations to help businesses create and operate custom large language models and generative Al models. As AV algorithms move to video transformers, and more cars are equipped with cameras, we expect NVIDIA's automotive data center processing demand to grow significantly. We estimate that in fiscal year 2024, approximately 40% of Data Center revenue was for Al inference. In the fourth quarter of fiscal year 2024, large cloud providers represented more than half of our Data Center revenue, supporting both internal workloads and external customers. We announced NVIDIA Spectrum-X, an accelerated networking platform for Al.

Gaming revenue for fiscal year 2024 was $10.4 billion, up 15% from fiscal year 2023. In Gaming, we launched the GeForce RTX 4060 and 4070 GPUs based on the NVIDIA Ada Lovelace architecture. We announced NVIDIA Avatar Cloud Engine for Games, a custom Al model foundry service using Al-powered natural language interactions to transform games and launched DLSS 3.5 Ray Reconstruction. Additionally, we released TensorRT-LLM for Windows and launched GeForce RTX 40-Series SUPER GPUs. Gaming reached a milestone of 500 Al-powered RTX games and applications utilizing NVIDIA DLSS, ray tracing and other NVIDIA RTX technologies.

Professional Visualization revenue for fiscal year 2024 was $1.6 billion, up 1% from fiscal year 2023. In Professional Visualization, we announced new GPUs based on the NVIDIA RTX Ada Lovelace architecture, and announced NVIDIA Omniverse Cloud, a fully managed service running in Microsoft Azure, for the development and deployment of industrial metaverse applications.

Automotive revenue for fiscal year 2024 was $1.1 billion, up 21% from fiscal year 2023. In Automotive, we announced a partnership with MediaTek, which will develop mainstream automotive systems on chips for global OEMs integrating a new NVIDIA GPU chiplet IP for AI and graphics. We furthered our collaboration with Foxconn to develop next-generation

electric vehicles, and announced further adoption of NVIDIA DRIVE platform with BYD, XPENG, GWM, Li Auto, ZEEKR and Xiaomi.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, cost of revenue, expenses and related disclosure of contingencies. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and could have a material impact on our financial condition or results of operations. We have critical accounting estimates in the areas of inventories, revenue

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recognition, and income taxes. Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a summary of significant accounting policies.

Inventories

We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory, and for excess product purchase commitments. Most of our inventory provisions relate to excess quantities of products or components, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions, which requires management judgment.

Situations that may result in excess or obsolete inventory or excess product purchase commitments include changes in business and economic conditions, changes in market conditions, sudden and significant decreases in demand for our products, inventory obsolescence because of changing technology and customer requirements, new product introductions resulting in less demand for existing products or inconsistent spikes in demand, failure to estimate customer demand properly, ordering in advance of historical lead-times, government regulations and the impact of changes in future demand, or increase in demand for competitive products, including competitive actions. Cancellation or deferral of customer purchase orders could result in our holding excess inventory.

The net effect on our gross margin from inventory provisions and sales of items previously written down was an unfavorable impact of 2.7% in fiscal year 2024 and 7.5% in fiscal year 2023. Our inventory and capacity purchase commitments are based on forecasts of future customer demand. We account for our third- party manufacturers' lead times and constraints. Our manufacturing lead times can be and have been long, and in some cases, extended beyond twelve months for some products. We may place non-cancellable inventory orders for certain product components in advance of our historical lead times, pay premiums and provide deposits to secure future supply and capacity. We also adjust to other market factors, such as product offerings and pricing actions by our competitors, new product transitions, and macroeconomic conditions - all of which may impact demand for our products.

Refer to the Gross Profit and Gross Margin discussion below in this Management's Discussion and Analysis for further discussion.

Income Taxes

We are subject to income taxes in the U.S. and foreign jurisdictions. Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in the U.S. or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax contingencies based on our estimate of whether, and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly.

As of the end of fiscal years 2024 and 2023, we had a valuation allowance of $1.6 billion and $1.5 billion, respectively, related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.

We recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon audit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Revenue Recognition

Revenue Allowances

For products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for estimated product returns at the time revenue is recognized, based primarily on historical return rates. However, if product returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional sales return allowances are required to reflect our estimated exposure for product returns. Return rights for certain stocking distributors for specific products are contractually limited based on a percentage of prior quarter shipments. For shipments to other customers, we do not allow returns, although we may approve returns for credit or refund based on applicable facts and circumstances.

We account for customer programs, which involve rebates and marketing development funds, as a reduction in revenue and accrue for such programs based on the amount we expect to be claimed by customers. Certain customer programs include distributor price incentives or other channel programs for specific products and customer classes which require judgement as to whether the applicable incentives will be attained. Estimates for customer program accruals include a combination of historical attainment and claim rates and may be adjusted based on relevant internal and external factors.

License and Development Arrangements

Revenue from License and Development Arrangements is recognized over the period in which the development services are performed. Each fiscal reporting period, we measure progress to completion based on actual cost incurred to date as a percentage of the estimated total cost required to complete each project. Estimated total cost for each project includes a forecast of internal

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engineer personnel time expected to be incurred and other third-party costs as applicable.

Contracts with Multiple Performance Obligations

Our contracts may contain more than one performance obligation. Judgement is required in determining whether each performance obligation within a customer contract is distinct. Except for License and Development Arrangements, NVIDIA products and services function on a standalone basis and do not require a significant amount of integration or interdependency. Therefore, multiple performance obligations contained within a customer contract are considered distinct and are not combined for revenue recognition purposes.

We allocate the total transaction price to each distinct performance obligation in a multiple performance obligations arrangement on a relative standalone selling price basis. In certain cases, we can establish standalone selling price based on directly observable prices of products or services sold separately in comparable circumstances to similar customers. If standalone selling price is not directly observable, such as when we do not sell a product or service separately, we determine standalone selling price based on market data and other observable inputs.

Change in Accounting Estimate

In February 2023, we assessed the useful lives of our property, plant, and equipment. Based on advances in technology and usage rate, we increased the estimated useful life of a majority of the server, storage, and network equipment from three years to a range of four to five years, and assembly and test equipment from five years to seven years. The estimated effect of this change for fiscal year 2024 was a benefit of $33 million and $102 million for cost of revenue and operating expenses, respectively, which resulted in an increase in operating income of $135 million and net income of $114 million after tax, or $0.05 per both basic and diluted share.

Results of Operations

A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is presented below. A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022 can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended January 29, 2023, filed with the SEC on February 24, 2023, which is available free of charge on the SEC's website at http://www.sec.gov and at our investor relations website, http://investor.nvidia.com.

The following table sets forth, for the periods indicated, certain items in our Consolidated Statements of Income expressed as a percentage of revenue.

	Year Ended
	Jan 28,2024	Jan 29,2023
Revenue	100.0 %	100.0%
Cost of revenue	27.3	43.1
Gross profit Operating expenses	72.7	56.9
Research and development	14.2	27.2
Sales, general and administrative	4.4	9.1
Acquisition termination cost	_	5.0
Total operating expenses	18.6	41.3
Operating income	54.1	15.6
Interest income	1.4	1.0
Interest expense	(0.4)	(1�)
Other, net	0.4	(0.1)
Other income (expense), net	1.4	(�-1)

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Income before income tax	55.5 15.5
Income tax expense (benefit)	6.6 (0.7)
Net income	48.9 % 16.2 %
Reportable Segments Revenue by Reportable Segments

						Year Ended
	Jan	28,	2024		Jan	29, 2023	$ Change	% Change
						($ in millions)
Compute & Networking			$	47,405		$ 15,068 $	32,337	215%
Graphics				13,517		11,906	1,611	14%
Total			$60,922			$ 26,974 $	33,948	126 %

Operating Income by Reportable Segments

		Year Ended
	Jan 28,2024	Jan 29,2023	$ Change	% Change
		($ in millions)
Compute & Networking	$ 32,016	$ 5,083	$ 26,933	530 %
Graphics	5,846	4,552	1,294	28%
All Other	(4,890)	(5,411)	521	(10)%
Total	$ 32,972	$ 4,224	$ 28,748	681 %

Compute & Networking revenue - The year-on-year increase was due to higher Data Center revenue. Compute grew 266% due to higher shipments of the NVIDIA Hopper GPU computing platform for the training and inference of LLMs, recommendation engines and generative Al applications. Networking was up 133% due to higher shipments of InfiniBand.

Graphics revenue - The year-on-year increase was led by growth in Gaming of 15% driven by higher sell-in to partners following the normalization of channel inventory levels.

Reportable segment operating income - The year-on-year increase in Compute & Networking and Graphics operating income was driven by higher revenue.

All Other operating loss - The year-on-year decrease was due to the $1.4 billion Arm acquisition termination cost in fiscal year 2023, partially offset by a $839 million increase in stock-based compensation expense in fiscal year 2024.

Concentration of Revenue

Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and gamers in a different location. Revenue from sales to customers outside of the United States accounted for 56% and 69% of total revenue for fiscal years 2024 and 2023, respectively.

Our direct and indirect customers include public cloud, consumer internet companies, enterprises, startups, public sector entities, OEMs, ODMs, system integrators, AIB, and distributors.

Sales to one customer, Customer A, represented 13% of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment.

One indirect customer which primarily purchases our products through system integrators and distributors, including through

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Customer A, is estimated to have represented approximately 19% of total revenue for fiscal year 2024, attributable to the Compute & Networking segment.

Our estimated Compute & Networking demand is expected to remain concentrated.

There were no customers with 10% or more of total revenue for fiscal years 2023 and 2022.

Gross Profit and Gross Margin

Gross profit consists of total revenue, net of allowances, less cost of revenue. Cost of revenue consists primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging, board and device costs, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, inventory and warranty provisions, memory and component costs, tariffs, and shipping costs. Cost of revenue also includes acquisition-related costs, development costs for license and service arrangements, IP-related costs, and stock-based compensation related to personnel associated with manufacturing operations.

Our overall gross margin increased to 72.7% in fiscal year 2024 from 56.9% in fiscal year 2023. The year over year increase was primarily due to strong Data Center revenue growth of 217% and lower net inventory provisions as a percentage of revenue.

Provisions for inventory and excess inventory purchase obligations totaled $2.2 billion for both fiscal years 2024 and 2023. Sales of previously reserved inventory or settlements of excess inventory purchase obligations resulted in a provision release of $540 million and $137 million for fiscal years 2024 and 2023, respectively. The net effect on our gross margin was an unfavorable impact of 2.7% and 7.5% in fiscal years 2024 and 2023, respectively.

Operating Expenses

		Year Ended
	Jan 28, 2024	Jan 29,2023	$ Change	% Change
		($ in millions)
Research and development expenses	$ 8,675	$ 7,339	$ 1,336	18%
% of net revenue	14.2%	27.2%
Sales, general and administrative expenses	2,654	2,440	214	9%
% of net revenue	4.4%	9.1 %
Acquisition termination cost	-	1,353	(1,353)	(100) %
% of net revenue	—%	5.0%
Total operating expenses	$ 11,329	$ 11,132	$ 197	2%
% of net revenue	18.6%	41.3%

The increase in research and development expenses and sales, general and administrative expenses for fiscal year 2024 was primarily driven by compensation and benefits, including stock-based compensation, reflecting employee growth and compensation increases.

Acquisition Termination Cost

We recorded an acquisition termination cost related to the Arm transaction of $1.4 billion in fiscal year 2023 reflecting the write-off of the prepayment provided at signing.

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Other Income (Expense), Net

			Year Ended
	Jan 28, 2024		Jan 29, 2023		Change
			($ in millions)
Interest income		$ 866		$ 267		$ 599
Interest expense		(257)		(262)		5
Other, net		237		(48)		285
Other income (expense), net		$ 846		$ (43)		$ 889

Interest income consists of interest earned on cash, cash equivalents and marketable securities. The increase in interest income was due to higher yields on higher cash balances.

Interest expense is comprised of coupon interest and debt discount amortization related to our notes.

Other, net, consists of realized or unrealized gains and losses from investments in non-affiliated entities and the impact of changes in foreign currency rates. Change in Other, net, compared to fiscal year 2023 was driven by changes in value from our non-affiliated investments. Refer to Note 9 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding our investments in non-affiliated entities.

Income Taxes

We recognized income tax expense of $4.1 billion for fiscal year 2024 and income tax benefit of $187 million for fiscal year 2023. Income tax as a percentage of income before income tax was an expense of 12.0% for fiscal year 2024 and a benefit of 4.5% for fiscal year 2023.

During the third quarter of fiscal year 2024, the Internal Revenue Service, or IRS, audit of our federal income tax returns for fiscal years 2018 and 2019 was resolved. We recognized a non-cash net benefit of $145 million, related to this IRS audit resolution, for effectively settled positions. This benefit consists of a reduction in unrecognized tax benefits of $236 million and related accrued interest of $17 million, net of federal benefit, partially offset by additional cash tax payments and reductions in tax attribute carryforwards of $108 million.

The effective tax rate increased due to a decreased impact of tax benefits from the FDII deduction, stock-based compensation, and the U.S. federal research tax credit, relative to the increase in income before income tax. The increase in the effective tax rate was partially offset by a benefit due to the IRS audit resolution.

Our effective tax rates for fiscal years 2024 and 2023 were lower than the U.S. federal statutory rate of 21 % due primarily to tax benefits from the FDII deduction, stock-based compensation and the U.S. federal research tax credit. Our effective tax rate for fiscal year 2024 was additionally benefited by the IRS audit resolution.

The OECD has announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules for a new 15% global minimum tax applicable to large multinational corporations. Certain jurisdictions, including European Union member states and the United Kingdom, have enacted Pillar Two legislation that will start to become effective for our fiscal year 2025. The OECD, and its member countries, continue to release new guidance and legislation on Pillar Two and we continue to evaluate the impact on our financial position of the global implementation of these rules. Based on enacted laws, Pillar Two is not expected to materially impact our effective tax rate or cash flows in the next fiscal year. New legislation or guidance could change our current assessment.

Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

– III-30 –

APPENDIX III MANAGEMENT DISCUSSION AND ANALYSIS OF NVIDIA

Liquidity and Capital Resources

Liquidity and Capital Resources
	Jan 28, 2024	Jan 29,2023
	(In millions)
Cash and cash equivalents	$ 7,280		$3,389
Marketable securities	18,704		9,907
Cash, cash equivalents, and marketable securities	$ 25,984		$ 13,296
	Year Ended
	Jan 28, 2024	Jan	29, 2023
	(In millions)
Net cash provided by operating activities	$ 28,090		$ 5,641
Net cash provided by (used in) investing activities	$ (10,566)		$ 7,375
Net cash used in financing activities	$ (13,633)		$ (11,617)

Our investment policy requires the purchase of highly rated fixed income securities, the diversification of investment types and credit exposures, and certain maturity limits on our portfolio.

Cash provided by operating activities increased in fiscal year 2024 compared to fiscal year 2023, due to growth in revenue. Accounts receivable balance in fiscal year 2024 reflected $557 million from customer payments received ahead of the invoice due date.

Cash provided by investing activities decreased in fiscal year 2024 compared to fiscal year 2023, primarily driven by lower marketable securities maturities and higher purchases of marketable securities.

Cash used in financing activities increased in fiscal year 2024 compared to fiscal year 2023, due to a debt repayment and higher tax payments related to RSUs, partially offset by lower share repurchases.

Liquidity

Our primary sources of liquidity are our cash, cash equivalents, and marketable securities, and the cash generated by our operations. At the end of fiscal year 2024, we had $26.0 billion in cash, cash equivalents and marketable securities. We believe that we have sufficient liquidity to meet our operating requirements for at least the next twelve months, and for the foreseeable future, including our future supply obligations and $1.3 billion of debt repayment due in fiscal year 2025 and share purchases. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance future capital requirements.

Our marketable securities consist of debt securities issued by the U.S. government and its agencies, highly rated corporations and financial institutions, and foreign government entities, as well as certificates of deposit issued by highly rated financial institutions. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 8 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

During fiscal year 2025, we expect to use our existing cash, cash equivalents, and marketable securities, and the cash generated by our operations to fund our capital investments of approximately $3.5 billion to $4.0 billion related to property and equipment.

Except for approximately $1.4 billion of cash, cash equivalents, and marketable securities held outside the U.S. for which we have not accrued any related foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketable securities held outside of the U.S. at the end of fiscal year 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.

Capital Return to Shareholders

During fiscal year 2024, we paid $395 million in quarterly cash dividends.

Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.

– III-31 –

APPENDIX III MANAGEMENT DISCUSSION AND ANALYSIS OF NVIDIA

In August 2023, our Board of Directors approved an increase to our share repurchase program of an additional $25.0 billion, without expiration. During fiscal year 2024, we repurchased 21 million shares of our common stock for $9.7 billion. As of January 28, 2024, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $22.5 billion. From January 29, 2024 through February 16, 2024, we repurchased 2.8 million shares for $1.9 billion pursuant to a Rule 10b5-1 trading plan. Our share repurchase program aims to offset dilution from shares issued to employees. We may pursue additional share repurchases as we weigh market factors and other investment opportunities. We plan to continue share repurchases this fiscal year.

The U.S. Inflation Reduction Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made after December 31,2022 which was not material for fiscal year 2024.

Outstanding Indebtedness and Commercial Paper Program

Our aggregate debt maturities as of January 28, 2024, by year payable, are as follows:

	Jan 28, 2024	Jan 28, 2024
	(In millions)
Due in one year	$	1,250
Due in one to five years		2,250
Due in five to ten years		2,750
Due in greater than ten years		3,500
Unamortized debt discount and issuance costs		(41)
Net carrying amount		9,709
Less short-term portion		(1,250)
Total long-term portion	$	8,459

We have a $575 million commercial paper program to support general corporate purposes. As of the end of fiscal year 2024, we had no commercial paper outstanding.

Refer to Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion.

Material Cash Requirements and Other Obligations

For a description of our long-term debt, purchase obligations, and operating lease obligations, refer to Note 12, Note 13, and Note 3 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, respectively.

We have unrecognized tax benefits of $1.3 billion, which includes related interest and penalties of $140 million, recorded in non-current income tax payable at the end of fiscal year 2024. We are unable to estimate the timing of any potential tax liability, interest payments, or penalties in individual years due to uncertainties in the underlying income tax positions and the timing of the effective settlement of such tax positions. Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further information.

Climate Change

To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing renewable energy or climate-related business trends.

Adoption of New and Recently Issued Accounting Pronouncements

Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of adoption of new and recently issued accounting pronouncements.

– III-32 –

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE FURTHER ACQUISITION OF NVIDIA SHARES; THE MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES; FURTHER DISPOSAL OF SUPER MICRO SHARES; THE JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES; DISPOSAL OF POP MART SHARES; FURTHER DISPOSAL OF POP MART SHARES; AND THE JUNE 18 FURTHER DISPOSAL OF POP MART SHARES

A. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following is an illustrative unaudited pro forma consolidated statement of assets and liabilities of Brainhole Technology Limited (the “ Company ”) and its subsidiaries (hereinafter collectively referred to as the “ Group ”) (the “ Unaudited Pro Forma Financial Information ”) prepared in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants and on the basis of the notes set out below, to illustrate the financial position of the Group as if the further acquisitions, disposal and further disposals of listed securities (the “ Major Transaction ”) had been completed on 31 December 2023.

This Unaudited Pro Forma Financial Information has been prepared by the directors of the Company for illustrative purpose only and because of its hypothetical nature, it may not purport to represent the true picture of the financial position of the Group had the Major Transaction been completed on 31 December 2023. The Unaudited Pro Forma Financial Information should be read in conjunction with other financial information included elsewhere in this circular.

Unaudited pro forma statement of assets and liabilities of the Group

Non-current assets Plant and equipment Right-of-use assets Intangible assets Deferred tax assets Prepayment for plant and equipment	Audited 31 December 2023 Pro forma adjustment (1) Pro forma adjustment (2) Pro forma adjustment (3) HK$’000 HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3) (Note 4) 37,887 4,910 880 20,182 29 63,888	Unaudited Pro forma 31 December 2023 37,887 4,910 880 20,182 29
		63,888

– IV-1 –

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE FURTHER ACQUISITION OF NVIDIA SHARES; THE MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES; FURTHER DISPOSAL OF SUPER MICRO SHARES; THE JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES; DISPOSAL OF POP MART SHARES; FURTHER DISPOSAL OF POP MART SHARES; AND THE JUNE 18 FURTHER DISPOSAL OF POP MART SHARES

Current assets Inventories Trade and other receivables Contract assets Amounts due from related companies Financial assets at fair value through profit or loss Bank balances and cash Current liabilities Trade and other payables Lease liabilities Deferred income Loans from related companies Income tax payables Net current assets Total assets less current liabilities Non-current Liabilities Lease liabilities Deferred tax liabilities Deferred income Loan from ultimate controlling party Capital and reserves Share capital Reserves	Audited 31 December 2023 Pro forma adjustment (1) Pro forma adjustment (2) Pro forma adjustment (3) HK$’000 HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3) (Note 4) 29,000 65,814 2,202 6,543 69,276 13,973 (37,406) (37,423) 42,473 (14,008) 37,312 37,289 215,308 71,095 2,744 392 49,930 34 124,195 91,113 155,001 2,760 435 1,695 83,349 88,239 66,762 8,000 58,762 (35) (94) (134) 66,762	Unaudited Pro forma 31 December 2023 29,000 65,814 2,202 6,543 8,420 103,066
		214,045

		71,095 2,744 392 49,930 34
		124,195
		90,850
		154,738

		2,760 435 1,695 83,349
		88,239
		66,499

		8,000 58,499
		66,499

– IV-2 –

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE FURTHER ACQUISITION OF NVIDIA SHARES; THE MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES; FURTHER DISPOSAL OF SUPER MICRO SHARES; THE JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES; DISPOSAL OF POP MART SHARES; FURTHER DISPOSAL OF POP MART SHARES; AND THE JUNE 18 FURTHER DISPOSAL OF POP MART SHARES

Notes to the unaudited pro forma statement of assets and liabilities of the Group:

(1) The consolidated statement of financial position of the Company as at 31 December 2023 has been extracted from the annual report of the Company dated 27 March 2024.
(2) The Group further acquired NVIDIA Corporation (Nasdaq Stock code: NVDA) shares (“ NVIDIA Shares ”) through the open market with details below. Total consideration of NVIDIA Shares was HK$14,008,000, being assumed to the fair value of NVIDIA Shares as at 31 December 2023.

Trade date Number of shares acquired Average purchase price per share Average purchase price per share US$ HK$ 21 May 2024 370 937 7,290 21 May 2024 500 936 7,279 21 May 2024 500 938 7,295 23 May 2024 100 1,039 8,087 23 May 2024 100 1,038 8,076 23 May 2024 100 1,036 8,060 23 May 2024 100 1,034 8,045 23 May 2024 95 1,032 8,029	Consideration (excluding stamp duty and related expenses) HK$’000 2,697 3,639 3,647 809 808 806 804 763 13,973	Stamp duty and related expenses HK$’000 7 9 9 2 2 2 2 2 35	Total consideration HK$’000 2,704 3,648 3,656 811 810 808 806 765
			14,008

(3) The Group further disposed Super Micro Computer Inc. (Nasdaq Stock code: SMCI) shares (“ SMCI Shares ”) through the open market with details below. Total consideration of SMCI Shares was HK$37,312,000, being assumed to the fair value of SMCI Shares as at 31 December 2023.

Trade date Number of shares disposed Average selling price per share Average selling price per share US$ HK$ 17 June 2024 2,517 846 6,584 17 June 2024 63 845 6,574 20 June 2024 500 980 7,624 20 June 2024 500 979 7,617 20 June 2024 680 978 7,609 20 June 2024 500 977 7,601 20 June 2024 500 983 7,648	Consideration (excluding stamp duty and related expenses) HK$’000 16,572 414 3,812 3,809 5,174 3,801 3,824 37,406	Stamp duty and related expenses HK$’000 41 1 9 10 13 10 10 94	Total consideration HK$’000 16,531 413 3,803 3,799 5,161 3,791 3,814
			37,312

– IV-3 –

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE FURTHER ACQUISITION OF NVIDIA SHARES; THE MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES; FURTHER DISPOSAL OF SUPER MICRO SHARES; THE JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES; DISPOSAL OF POP MART SHARES; FURTHER DISPOSAL OF POP MART SHARES; AND THE JUNE 18 FURTHER DISPOSAL OF POP MART SHARES

(4) The Group disposed Pop Mart International Group Limited (HKEX: 9992) shares (“ Pop Mart Shares ”) through the open market with details below. Total consideration of Pop Mart Shares was HK$37,289,000, being assumed to the fair value of Pop Mart Shares as at 31 December 2023.

Trade date Number of shares disposed Average selling price per share HK$ 31 May 2024 321,000 37.48 17 June 2024 378,000 39.66 18 June 2024 262,000 39.70	Consideration (excluding stamp duty and related expenses) HK$’000 12,031 14,991 10,401 37,423	Stamp duty and related expenses HK$’000 43 54 37 134	Total consideration HK$’000 11,988 14,937 10,364
			37,289

– IV-4 –

APPENDIX IV UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE FURTHER ACQUISITION OF NVIDIA SHARES; THE MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES; FURTHER DISPOSAL OF SUPER MICRO SHARES; THE JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES; DISPOSAL OF POP MART SHARES; FURTHER DISPOSAL OF POP MART SHARES; AND THE JUNE 18 FURTHER DISPOSAL OF POP MART SHARES

B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following is the text of the independent reporting accountants’ assurance report received from CWK CPA Limited, Certified Public Accountants, Hong Kong, the reporting accountants of Company, in respect of the unaudited pro forma financial information prepared for the purpose of incorporation in this circular.

==> picture [125 x 79] intentionally omitted <==

The Directors Suites 1801–03, 18/F, One Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Brainhole Technology Limited (the “ Company ”) and its subsidiaries (hereinafter collectively referred to as the (“ Group ”) by the directors of the Company (the “ Directors ”) for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of assets and liabilities of the Group as at 31 December 2023, and related notes as set out on pages IV-1 to IV-4 of Appendix IV of the circular dated 9 July 2024 (the “ Circular ”) (the “ Unaudited Pro Forma Financial Information ”) issued by the Company in connection with the further acquisitions, disposal and further disposals of listed securities (the “ Major Transaction ”). The applicable criteria on the basis of which the Directors have compiled the Unaudited Pro Forma Financial Information are described on IV-1 to IV-4 of Appendix IV of the Circular.

The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the Major Transaction on the Group’s financial position as at 31 December 2023 as if the transaction had taken place at 31 December 2023. As part of this process, information about the Group’s financial position has been extracted by the Directors from the Group’s financial statements for the year ended 31 December 2023, on which an audited annual report has been published.

– IV-5 –

APPENDIX IV

Directors’ responsibility for the Unaudited Pro Forma Financial Information

The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and with reference to Accounting Guideline (“ AG ”) 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA ”).

Our independence and quality management

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditor’s responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

– IV-6 –

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE FURTHER ACQUISITION OF NVIDIA SHARES; THE MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES; FURTHER DISPOSAL OF SUPER MICRO SHARES; THE JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES; DISPOSAL OF POP MART SHARES; FURTHER DISPOSAL OF POP MART SHARES; AND THE JUNE 18 FURTHER DISPOSAL OF POP MART SHARES

The purpose of the Unaudited Pro Forma Financial Information included in the Circular is solely to illustrate the impact of Major Transaction on unadjusted financial information of the Group as if the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the transaction would have been as presented.

A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the transaction, and to obtain sufficient appropriate evidence about whether:

the related pro forma adjustments give appropriate effect to those criteria; and
the Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information

The procedures selected depend on the reporting accountants’ judgment, having regard to the reporting accountants’ understanding of the nature of the Group, the transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

– IV-7 –

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE FURTHER ACQUISITION OF NVIDIA SHARES; THE MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES; FURTHER DISPOSAL OF SUPER MICRO SHARES; THE JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES; DISPOSAL OF POP MART SHARES; FURTHER DISPOSAL OF POP MART SHARES; AND THE JUNE 18 FURTHER DISPOSAL OF POP MART SHARES

Opinion

In our opinion:

(a) the Unaudited Pro Forma Financial Information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

CWK CPA Limited

Certified Public Accountants Hong Kong

9 July 2024

– IV-8 –

GENERAL INFORMATION

APPENDIX V

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executives’ interests and short positions in shares of the Company

As at the Latest Practicable Date, the Directors and chief executives of the Company and their associates had the following interests in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules (the “ Model Code ”) to be notified to the Company and the Stock Exchange.

Long positions in the shares and underlying shares of the Company

			Approximate
			percentage of
			interest in the
		Number of	Company as at
		ordinary shares	Latest
Name of Director	Nature of interest	held	Practicable Date
Mr. Zhang Liang	Interest of controlled	599,658,000	74.96%
Johnson	Corporation (Note)	Shares (L)

(L) denotes long position

Note: Mr. Zhang Liang Johnson, an executive Director, was interested in 599,658,000 Shares, representing approximately 74.96% of the Company’s issued share capital, through Yoho Bravo Limited which is wholly-owned by him.

– V-1 –

GENERAL INFORMATION

APPENDIX V

(b) Substantial Shareholders’ interests and short positions

			Approximate
			percentage of
			interest in our
		Number of	Company as at
Name of		ordinary shares	the Latest
Shareholder	Nature of interest	held	Practicable Date
Yoho Bravo	Beneficial owner	599,658,000 (L)	74.96%
Limited (Note)

(L) denotes long position

Save as disclosed herein, at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO); or were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or were required, pursuant to the Model Code to be notified to the Company and the Stock Exchange.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors is a director or employee of a company which had an interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors entered, or proposed to enter, into any service contract with any member of the Group, excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

4. DIRECTORS’ INTERESTS IN ASSETS AND CONTRACTS OF THE GROUP

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors had any interest, either directly or indirectly, in any assets which has since 31 December 2023 (being the date to which the latest published audited consolidated financial statements of the

– V-2 –

GENERAL INFORMATION

APPENDIX V

Company were made up) been acquired or disposed of by or leased to, any member of the Group or are proposed to be acquired or disposed of by, or leased to, any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date and which is significant in relation to the businesses of any member of the Group.

5. MATERIAL CONTRACTS

The Group has entered into the following contract (not being contract entered into in the ordinary course of business) within the two years immediately preceding the Latest Practicable Date which is or may be material:

(a) on 31 July 2023 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further disposal of 131,400 American depository shares of XPeng Inc. through the open market at the aggregate consideration of approximately US$2.6 million (equivalent to approximately HK$20.6 million) (for which no written contract was entered into between the parties thereto);
(b) on 20 December 2023 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 17,650 Class A common stocks of Affirm Holdings, Inc. through the open market at the aggregate consideration of approximately US$0.9 million (equivalent to approximately HK$7.0 million) (for which no written contract was entered into between the parties thereto);
(c) on 24 January 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 1,910 common stocks of NVIDIA Corporation through the open market at the aggregate consideration of approximately US$1.1 million (equivalent to approximately HK$8.9 million) (for which no written contract was entered into between the parties thereto);
(d) on 30 January 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 1,960 common stocks of Super Micro Computer, Inc. through the open market at the aggregate consideration of approximately US$1.0 million (equivalent to approximately HK$8.0 million) (for which no written contract was entered into between the parties thereto);

– V-3 –

GENERAL INFORMATION

APPENDIX V

(e) on 30 January 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further disposal of 1,430 common stocks of NVIDIA Corporation through the open market at the aggregate consideration of approximately US$0.9 million (equivalent to approximately HK$7.0 million) (for which no written contract was entered into between the parties thereto);
(f) on 6 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further disposal of 3,220 class A common stocks of Coinbase Global, Inc. through the open market at the aggregate consideration of approximately US$0.4 million (equivalent to approximately HK$3.0 million) (for which no written contract was entered into between the parties thereto);
(g) on 15 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 3,740 class A common stocks of Coinbase Global, Inc. through the open market at the aggregate consideration of approximately US$0.6 million (equivalent to approximately HK$5.0 million) (for which no written contract was entered into between the parties thereto);
(h) on 15 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further disposal of 880 common stocks of NVIDIA Corporation through the open market at the aggregate consideration of approximately US$0.6 million (equivalent to approximately HK$5.0 million) (for which no written contract was entered into between the parties thereto);
(i) on 16 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further disposal of 2,650 common stocks of NVIDIA Corporation through the open market at the aggregate consideration of approximately US$1.9 million (equivalent to approximately HK$15.0 million) (for which no written contract was entered into between the parties thereto);
(j) on 16 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 3,470 class A common stocks of Coinbase Global, Inc. through the open market at the aggregate consideration of approximately US$0.6 million (equivalent to approximately HK$5.0 million) (for which no written contract was entered into between the parties thereto);

– V-4 –

GENERAL INFORMATION

APPENDIX V

(k) on 16 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further disposal of 1,020 Super Micro Shares through the open market at the aggregate consideration of approximately US$1.0 million (equivalent to approximately HK$7.0 million) (for which no written contract was entered into between the parties thereto);
(l) on 20 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the disposal of 16,370 class A common stocks of Coinbase Global, Inc. through the open market at the aggregate consideration of approximately US$2.9 million (equivalent to approximately HK$22.3 million) (for which no written contract was entered into between the parties thereto);
(m) on 20 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the acquisition of 213,000 domestic shares of Seres Group Co., Ltd. through the open market at the aggregate consideration of approximately RMB15.5 million (equivalent to approximately HK$17.1 million) (for which no written contract was entered into between the parties thereto);
(n) on 21 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 51,500 domestic shares of Seres Group Co., Ltd. through the open market at the aggregate consideration of approximately RMB3.7 million (equivalent to approximately HK$4.0 million) (for which no written contract was entered into between the parties thereto);
(o) on 22 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 1,920 common stocks of Super Micro Computer, Inc. through the open market at the aggregate consideration of approximately US$1.7 million (equivalent to approximately HK$12.9 million) (for which no written contract was entered into between the parties thereto);
(p) on 27 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further disposal of 33,350 class A common stocks of Affirm Holdings, Inc. through the open market at the aggregate consideration of approximately US$1.3 million (equivalent to approximately HK$9.9 million) (for which no written contract was entered into between the parties thereto);
(q) on 28 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 93,800 domestic shares of Seres Group Co., Ltd. through the open market at the

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GENERAL INFORMATION

APPENDIX V

aggregate consideration of approximately RMB8.3 million (equivalent to approximately HK$9.1 million) (for which no written contract was entered into between the parties thereto);

(r) on 29 February 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the disposal of 1,490 common stocks of Super Micro Computer, Inc. through the open market at the aggregate consideration of approximately US$1.3 million (equivalent to approximately HK$9.9 million) (for which no written contract was entered into between the parties thereto);
(s) on 1 March 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 101,200 domestic shares of Seres Group Co., Ltd. through the open market at the aggregate consideration of approximately RMB9.2 million (equivalent to approximately HK$10.1 million) (for which no written contract was entered into between the parties thereto);
(t) on 6 March 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the further disposal of 780 common stocks of Super Micro Computer, Inc. through the open market at the aggregate consideration of approximately US$0.9 million (equivalent to approximately HK$6.9 million) (for which no written contract was entered into between the parties thereto);
(u) on 7 March 2024, the Company executed a trade order with BOCI Securities Limited relating to the acquisition of 305,000 domestic shares of IEIT SYSTEMS Co., Ltd. through the open market at the aggregate consideration of approximately RMB12.9 million (equivalent to approximately HK$14.2 million) (for which no written contract was entered into between the parties thereto);
(v) on 21 March 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the acquisition of 23,200 common stocks of Micron Technology, Inc. through the open market at the aggregate consideration of approximately US$2.6 million (equivalent to approximately HK$19.8 million) (for which no written contract was entered into between the parties thereto);
(w) on 21 March 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the disposal of 181,000 domestic shares of Seres Group Co., Ltd. through the open market at the aggregate consideration of approximately RMB18.4 million (equivalent to approximately HK$20.3 million) (for which no written contract was entered into between the parties thereto);

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APPENDIX V

(x) on 22 March 2024, the Company executed a trade order with BOCI Securities Limited relating to the acquisition of 650,000 ordinary shares of Pop Mart International Group Limited through the open market at the aggregate consideration of approximately HK$18.0 million (for which no written contract was entered into between the parties thereto);
(y) on 22 March 2024, the Company executed a trade order with BOCI Securities Limited relating to the further disposal of 94,000 domestic shares of Seres Group Co., Ltd. through the open market at the aggregate consideration of approximately RMB9.2 million (equivalent to approximately HK$10.2 million) (for which no written contract was entered into between the parties thereto);
(z) on 1 April 2024, the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 10,400 common stocks of Micron Technology, Inc. through the open market at the aggregate consideration of approximately US$1.3 million (equivalent to approximately HK$10.0 million) (for which no written contract was entered into between the parties thereto);
(aa) on 1 April 2024, the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 740 common stocks of Super Micro Computer, Inc. through the open market at the aggregate consideration of approximately US$0.8 million (equivalent to approximately HK$6.0 million) (for which no written contract was entered into between the parties thereto);
(bb) on 2 April 2024, the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 166,000 ordinary shares of Pop Mart International Group Limited through the open market at the aggregate consideration of approximately HK$5.0 million (for which no written contract was entered into between the parties thereto);
(cc) on 23 April 2024, the Company executed a trade order with BOCI Securities Limited relating to the further acquisition of 145,000 ordinary shares of Pop Mart International Group Limited through the open market at the aggregate consideration of approximately HK$5.0 million (for which no written contract was entered into between the parties thereto);
(dd) on 30 April 2024, the Company executed a trade order with BOCI Securities Limited relating to the further disposal of 66,100 domestic shares of Seres Group Co., Ltd. through the open market at the aggregate consideration of approximately RMB6.5 million (equivalent to approximately HK$7.1 million) (for which no written contract was entered into between the parties thereto);

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APPENDIX V

(ee) on 7 May 2024, the Company executed a trade order with BOCI Securities Limited relating to the further disposal of 82,900 domestic shares of Seres Group Co., Ltd. through the open market at the aggregate consideration of approximately RMB7.3 million (equivalent to approximately HK$8.0 million) (for which no written contract was entered into between the parties thereto);
(ff) on 21 May 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the Further Acquisition of NVIDIA Shares through the open market at the aggregate consideration of approximately US$1.3 million (equivalent to approximately HK$10.0 million) (for which no written contract was entered into between the parties thereto);
(gg) on 23 May 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the Further Acquisition of NVIDIA Shares through the open market at the aggregate consideration of approximately US$0.5 million (equivalent to approximately HK$4.0 million) (for which no written contract was entered into between the parties thereto);
(hh) on 17 June 2024, the Company executed a trade order with BOCI Securities Limited relating to the Further Disposal of Pop Mart Shares through the open market at the aggregate consideration of approximately HK$15.0 million (for which no written contract was entered into between the parties thereto);
(ii) on 18 June 2024, the Company executed a trade order with BOCI Securities Limited relating to the June 18 Further Disposal of Pop Mart Shares through the open market at the aggregate consideration of approximately HK$10.4 million (for which no written contract was entered into between the parties thereto);
(jj) on 20 June 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with BOCI Securities Limited relating to the June 20 Further Disposal of Super Micro Shares through the open market at the aggregate consideration of approximately US$2.6 million (equivalent to approximately HK$20.4 million) (for which no written contract was entered into between the parties thereto); and
(kk) on 20 June 2024 (after trading hours of the Stock Exchange), the Company executed a trade order with Interactive Brokers Hong Kong Limited relating to the further acquisition of 363,100 call options of Micron Technology, Inc. through the open market at the aggregate consideration of approximately US$5.1 million (equivalent to approximately HK$39.8 million) (for which no written contract was entered into between the parties thereto).

6. LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, the Group is not engaged in any material litigation or arbitration proceedings nor is any material litigation or claim pending or threatened against it.

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GENERAL INFORMATION

APPENDIX V

7. DIRECTORS’ INTEREST IN COMPETING BUSINESS

As at the Latest Practicable Date, so far as the Directors are aware of, none of the Directors nor their respective close associates had any interest in any business which competes or is likely to compete, or is in conflict or is likely to be in conflict, either directly or indirectly, with the business of the Group.

8. EXPERT AND CONSENT

The following is the qualification of the expert who has given opinion or advice contained in this circular:

Name Qualification

CWK CPA Limited Certified Public Accountants under Professional Accountant Ordinance (Cap. 50 of Laws of Hong Kong) and Registered Public Interest Entity Auditor under Financial Reporting Council Ordinance (Cap. 588 of Laws of Hong Kong)

CWK CPA Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its report or letter (as the case may be) and references to its name in the form and context in which they are included.

As at the Latest Practicable Date, CWK CPA Limited had no shareholding in any member of the Group, nor did it have any right (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for any securities in any member of the Group.

As at the Latest Practicable Date, CWK CPA Limited did not have any direct or indirect interest in any assets which have been, since 31 December 2023 (being the date to which the latest published audited financial statements of the Group were made up), acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to any member of the Group.

The letter or report (as the case may be) from the above expert is given as at the date of this circular for incorporation therein.

9. GENERAL

(a) The registered address of the Company is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, the Cayman Islands.
(b) The principal place of business of the Company in Hong Kong is at Suites 1801–03, 18/F, One Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong.

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GENERAL INFORMATION

APPENDIX V

(c) The Hong Kong share registrar of the Company is Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.
(d) The company secretary of the Company is Ms. Wong Tik. Ms. Wong is a certified public accountant and an associate member of the Hong Kong Institute of Certified Public Accountants.
(e) In the event of any inconsistency, the English version of this circular shall prevail over the Chinese version.

10. DOCUMENTS ON DISPLAY

Copies of memorandums giving full particulars of the transaction contemplated under each of the Further Acquisition of NVIDIA Shares, the May 23 Further Acquisition of NVIDIA Shares, the Further Disposal of Pop Mart Shares, the June 18 Further Disposal of Pop Mart Shares and the June 20 Further Disposal of Super Micro Shares (material contracts (ff), (gg), (hh), (ii) and (jj) as mentioned above) will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://www.brainholetechnology.com) for a period of 14 days from the date of this circular.

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AI assistant

Brainhole Technology Limited — Proxy Solicitation & Information Statement 2024

50444_rns_2024-07-08_84c37a4f-0024-4382-8d6e-ca48a70ec21e.pdf

BRAINHOLE TECHNOLOGY LIMITED

(V) FURTHER DISPOSAL OF LISTED SECURITIES

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

BRAINHOLE TECHNOLOGY LIMITED

MAJOR TRANSACTIONS IN RELATION TO

(V) FURTHER DISPOSAL OF LISTED SECURITIES

INTRODUCTION

LETTER FROM THE BOARD

FURTHER ACQUISITION OF NVIDIA SHARES

MAY 23 FURTHER ACQUISITION OF NVIDIA SHARES

LETTER FROM THE BOARD

FURTHER DISPOSAL OF POP MART SHARES

JUNE 18 FURTHER DISPOSAL OF POP MART SHARES

JUNE 20 FURTHER DISPOSAL OF SUPER MICRO SHARES

LETTER FROM THE BOARD

INFORMATION ON THE COMPANY

INFORMATION ON NVIDIA, POP MART AND SUPER MICRO

NVIDIA

Pop Mart

Super Micro

Further Acquisition of NVIDIA Shares

May 23 Further Acquisition of NVIDIA Shares

Further Disposal of Pop Mart Shares

June 18 Further Disposal of Pop Mart Shares

June 20 Further Disposal of Super Micro Shares

LETTER FROM THE BOARD

Further Acquisition of NVIDIA Shares and May 23 Further Acquisition of NVIDIA Shares

Further Disposal of Pop Mart Shares

June 18 Further Disposal of Pop Mart Shares

June 20 Further Disposal of Super Micro Shares

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

Further Acquisition of NVIDIA Shares

May 23 Further Acquisition of NVIDIA Shares

LETTER FROM THE BOARD

Further Disposal of Pop Mart Shares

June 18 Further Disposal of Pop Mart Shares

LETTER FROM THE BOARD

June 20 Further Disposal of Super Micro Shares

WAIVER FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE LISTING RULES

Waiver from strict compliance with Rule 14.67(6)(a)(i) and Rule 14.67(7) of the Listing Rules

LETTER FROM THE BOARD

Alternative disclosures

WRITTEN SHAREHOLDER’S APPROVAL

LETTER FROM THE BOARD

RECOMMENDATION

ADDITIONAL INFORMATION

1. FINANCIAL INFORMATION OF THE GROUP

2. STATEMENT OF INDEBTEDNESS OF THE GROUP

3. WORKING CAPITAL STATEMENT OF THE GROUP

4. MATERIAL ADVERSE CHANGE

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

FINANCIAL INFORMATION OF NVIDIA FOR EACH OF THE THREE YEARS ENDED 30 JANUARY 2022, 29 JANUARY 2023 AND 28 JANUARY 2024

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Our Company and Our Businesses

Recent Developments, Future Objectives and Challenges

Demand and Supply, Product Transitions, and New Products and Business Models

Global Trade

Macroeconomic Factors

Israel and Hamas Conflict

Fiscal Year 2024 Summary

Market Platform Highlights

Critical Accounting Estimates

Inventories

Income Taxes

Revenue Recognition

Revenue Allowances

License and Development Arrangements

Contracts with Multiple Performance Obligations

Change in Accounting Estimate

Results of Operations

Operating Income by Reportable Segments

Concentration of Revenue

Brainhole Technology Limited Proxy Solicitation & Information Statement 2024