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 (1) ACQUISITIONS OF LISTED SECURITIES; AND

(2) FURTHER ACQUISITIONS 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 4 to 18 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.

24 May 2024

CONTENTS

			Page
Definitions. . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Appendix I	—	Financial Information of the Group. . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	—	Financial Information of Micron . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III	—	Management Discussion and Analysis of Micron. . . . . . . . . . . . .	III-1
Appendix IV	—	Unaudited Pro Forma Financial Information of
		the Group Following the Acquisition of
		Micron Shares and Pop Mart Shares and the
		Further Acquisition of Micron Shares and
		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:

“Acquisition of Micron Shares” acquisition of 23,200 Micron Shares by the Company as disclosed in the announcement dated 22 March 2024 “Acquisition of Pop Mart Shares” acquisition of 650,000 Pop Mart Shares by the Company as disclosed in the announcement dated 22 March 2024 “April Further Acquisition of Pop further acquisition of 145,000 Pop Mart Shares by the Mart Shares” Company as disclosed in the announcement dated 23 April 2024 “Board” the board of Directors “Company” Brainhole Technology Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2203) “connected person” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company “Further Acquisition of Micron further acquisition of 10,400 Micron Shares by the Shares” Company as disclosed in the announcement dated 2 April 2024 “Further Acquisition of Pop Mart further acquisition of 166,000 Pop Mart Shares by the Shares” Company as disclosed in the announcement dated 2 April 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)

“Latest Practicable Date” 14 May 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
“Micron” Micron Technology, Inc., a Delaware corporation whose common stocks are listed on Nasdaq (trading symbol: MU)
“Micron Group” Micron and its subsidiaries
“Micron Share(s)” Common stock(s) of Micron

“Nasdaq” National Association of Securities Dealers Automated Quotations Stock Market “Pop Mart” Pop Mart International Group Limited, an exempted company incorporated in Cayman Islands with limited liability whose issued shares are listed on the Main Board of the Stock Exchange (stock code: 9992)

“Pop Mart Group” Pop Mart and its subsidiaries
“Pop Mart Share(s)” ordinary share(s) in the share capital of Pop Mart
“PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)
“Shareholder(s)” shareholder(s) of the Company

– 2 –

DEFINITIONS

“Share(s)” ordinary share(s) in the issued share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “United States” the United States of America “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:

Mr. Zhang Liang Johnson (Chairman) Ms. Wan Duo

Independent Non-executive Directors:

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

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

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

24 May 2024

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTIONS IN RELATION TO (1) ACQUISITIONS OF LISTED SECURITIES AND

(2) FURTHER ACQUISITIONS OF LISTED SECURITIES

INTRODUCTION

Reference is made to the announcements of the Company dated 22 March 2024, 2 April 2024 and 23 April 2024 respectively, in relation to the Acquisition of Micron Shares, the Acquisition of Pop Mart Shares, the Further Acquisition of Micron Shares, the Further Acquisition of Pop Mart Shares and the April Further Acquisition of Pop Mart Shares.

The purpose of this circular is to provide you with (i) the details of the Acquisition of Micron Shares, the Acquisition of Pop Mart Shares, the Further Acquisition of Micron Shares, the Further Acquisition of Pop Mart Shares and the April Further Acquisition of Pop Mart Shares; and (ii) further information required to be disclosed under the Listing Rules.

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LETTER FROM THE BOARD

ACQUISITION OF MICRON SHARES

On 21 March 2024 (after trading hours of the Stock Exchange), the Company has acquired of an aggregate of 23,200 Micron Shares through the open market at an aggregate consideration of approximately US$2.6 million (equivalent to approximately HK$19.8 million) (excluding transaction costs). The average price (excluding transaction costs) for the acquisition of each Micron Share was approximately US$109.92 (equivalent to approximately HK$855.17). The aggregate consideration of approximately US$2.6 million (equivalent to approximately HK$19.8 million) (excluding transaction costs) was financed by the Group’s existing internal financial resources.

As the Acquisition of Micron Shares was conducted in the open market, the identities of the counterparties of the acquired Micron Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the acquired Micron Shares are Independent Third Parties.

ACQUISITION OF POP MART SHARES

On 22 March 2024, the Company has acquired an aggregate of 650,000 Pop Mart Shares through the open market at an aggregate consideration of approximately HK$18.0 million (excluding transaction costs). The average price (excluding transaction costs) for the acquisition of each Pop Mart Share was approximately HK$27.67. The aggregate consideration of approximately HK$18.0 million (excluding transaction costs) was financed by the Group’s existing internal financial resources.

As the Acquisition of Pop Mart Shares was conducted in the open market, the identities of the counterparties of the acquired Pop Mart Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the acquired Pop Mart Shares are Independent Third Parties.

FURTHER ACQUISITION OF MICRON SHARES

On 1 April 2024, further to the Acquisition of Micron Shares as disclosed in this circular, the Company has acquired an aggregate of 10,400 Micron Shares through the open market at an aggregate consideration of approximately US$1.3 million (equivalent to approximately HK$10.0 million) (excluding transaction costs). The average price (excluding transaction costs) for the acquisition of each Micron Share was approximately US$123.04 (equivalent to approximately HK$957.22). The aggregate consideration of approximately US$1.3 million (equivalent to approximately HK$10.0 million) (excluding transaction costs) was financed by the Group’s existing internal financial resources and existing shareholder’s loan from Yoho Bravo Limited, a controlling Shareholder of the Company. The total consideration for the aggregate following the completion of all transactions contemplated under (i) the Acquisition of Micron Shares and (ii)

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LETTER FROM THE BOARD

the Further Acquisition of Micron Shares, is approximately US$3.8 million (equivalent to approximately HK$29.8 million).

As the Further Acquisition of Micron Shares was conducted in the open market, the identities of the counterparties of the acquired Micron Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the acquired Micron Shares are Independent Third Parties.

As at the Latest Practicable Date, following the completion of all transactions contemplated under the Acquisition of Micron Shares and the Further Acquisition of Micron Shares, the Company is interested in 33,600 Micron Shares (representing approximately 0.003% of the total issued share capital of Micron). The Company had already complied with the notifiable transaction requirements in respect of the acquisitions of Micron Shares as disclosed in the previous relevant announcements of the Company and the balance of such acquisitions which were conducted within a 12-month period from the Acquisition of Micron Shares was aggregated with the Further Acquisition of Micron Shares.

FURTHER ACQUISITION OF POP MART SHARES

On 2 April 2024, further to the Acquisition of Pop Mart Shares as disclosed in page 5 of this circular, the Company has acquired an aggregate of 166,000 Pop Mart Shares through the open market at an aggregate consideration of approximately HK$5.0 million (excluding transaction costs). The average price (excluding transaction costs) for the acquisition of each Pop Mart Share was approximately HK$30.075. The aggregate consideration of approximately HK$5.0 million (excluding transaction costs) was financed by the Group’s existing internal financial resources and existing shareholder’s loan from Yoho Bravo Limited, a controlling Shareholder of the Company. The total consideration for the aggregate following the completion of all transactions contemplated under (i) the Acquisition of Pop Mart Shares and (ii) the Further Acquisition of Pop Mart Shares, is approximately HK$23.0 million.

As the Further Acquisition of Pop Mart Shares was conducted in the open market, the identities of the counterparties of the acquired Pop Mart Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the acquired Pop Mart Shares are Independent Third Parties.

APRIL FURTHER ACQUISITION OF POP MART SHARES

On 23 April 2024, further to:

(i) the Acquisition of Pop Mart Shares as disclosed in page 5 of this circular; and
(ii) the Further Acquisition of Pop Mart Shares as disclosed in page 6 of this circular,

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LETTER FROM THE BOARD

the Company has acquired an aggregate of 145,000 Pop Mart Shares through the open market at an aggregate consideration of approximately HK$5.0 million (excluding transaction costs). The average price (excluding transaction costs) for the acquisition of each Pop Mart Share was approximately HK$34.447. The aggregate consideration of approximately HK$5.0 million (excluding transaction costs) was financed by the Group’s existing internal financial resources and existing shareholder’s loan from Yoho Bravo Limited, a controlling Shareholder of the Company. The total consideration for the aggregate following the completion of all transactions contemplated under (i) the Acquisition of Pop Mart Shares, (ii) the Further Acquisition of Pop Mart Shares and (iii) the April Further Acquisition of Pop Mart Shares, is approximately HK$28.0 million.

As the April Further Acquisition of Pop Mart Shares was conducted in the open market, the identities of the counterparties of the acquired Pop Mart Shares cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the acquired Pop Mart Shares are Independent Third Parties.

As at the Latest Practicable Date, following the completion of all transactions contemplated under the Acquisition of Pop Mart Shares, the Further Acquisition of Pop Mart Shares and the April Further Acquisition of Pop Mart Shares, the Company is interested in 961,000 Pop Mart Shares (representing approximately 0.072% of the total issued share capital of Pop Mart). The Company had already complied with the notifiable transaction requirements in respect of the acquisitions of Pop Mart Shares as disclosed in the previous relevant announcements of the Company and the balance of such acquisitions which were conducted within a 12-month period from the Acquisition of Pop Mart Shares and the Further Acquisition of Pop Mart Shares was aggregated with the April Further Acquisition of Pop Mart 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.

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LETTER FROM THE BOARD

INFORMATION ON MICRON AND POP MART

Micron

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

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

	For the year ended	For the year ended	For the year ended	For the year ended	For the year ended
	2 September 2021		1 September 2022		31 August 2023
	US$’000	HK$’000	US$’000	HK$’000	US$’000 HK$’000
Revenue	27,705,000	215,544,900	30,758,000	239,297,240	15,540,000 120,901,200
Net (loss)/
income	5,861,000	45,598,580	8,687,000	67,584,860	(5,833,000) (45,380,740)

Based on Micron’s published documents, the Micron Group has an audited consolidated net assets value of approximately US$43,933 million (equivalent to approximately HK$341.8 billion) as at 2 September 2021, approximately US$49,907 million (equivalent to approximately HK$388.3 billion) as at 1 September 2022 and approximately US$44,120 million (equivalent to approximately HK$343.3 billion) as at 31 August 2023.

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

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.

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LETTER FROM THE BOARD

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	For the year	ended	ended	For the year ended	For the year ended
	31 December 2021			31 December			2022	31 December 2023
	RMB’000		HK$’000	RMB’000		HK$’000		RMB’000	HK$’000
Revenue	4,490,651	215,544,900		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	475,801			523,381	1,088,771	1,197,648
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 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.

FINANCIAL EFFECT OF (I) THE ACQUISITION OF MICRON SHARES; (II) THE ACQUISITION OF POP MART SHARES; (III) THE FURTHER ACQUISITION OF MICRON SHARES; (IV) THE FURTHER ACQUISITION OF POP MART SHARES; AND (V) THE APRIL FURTHER ACQUISITION OF POP MART SHARES

Acquisition of Micron Shares

The Acquisition of Micron Shares was accounted for as financial assets at fair value through profit or loss in the consolidated financial statements of the Group. The Acquisition of Micron 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 Acquisition of Micron Shares will be recognised in the consolidated statement of profit and loss of the Group at the end of each reporting period.

As the Acquisition of Micron 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 Acquisition of Micron Shares.

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LETTER FROM THE BOARD

Acquisition of Pop Mart Shares

The Acquisition of Pop Mart Shares was accounted for as financial assets at fair value through profit or loss in the consolidated financial statements of the Group. The Acquisition of Pop Mart 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 Acquisition of Pop Mart Shares will be recognised in the consolidated statement of profit and loss of the Group at the end of each reporting period.

As the Acquisition of Pop Mart 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 Acquisition of Pop Mart Shares.

Further Acquisition of Micron Shares

The total consideration for the aggregate of all transactions respectively contemplated under (i) the Acquisition of Micron Shares and (ii) the Further Acquisition of Micron Shares is approximately US$3.8 million (equivalent to approximately HK$29.8 million).

The Further Acquisition of Micron 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 Micron 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 Micron Shares will be recognised in the consolidated statement of profit and loss of the Group at the end of each reporting period.

The Further Acquisition of Micron Shares was financed by internally generated funds and existing shareholder’s loan. It is expected that there will not be any material effect on the assets and liabilities of the Group.

Further Acquisition of Pop Mart Shares

The total consideration for the aggregate of all transactions respectively contemplated under (i) the Acquisition of Pop Mart Shares and (ii) the Further Acquisition of Pop Mart Shares is approximately HK$23.0 million.

The Further Acquisition of Pop Mart 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 Pop Mart 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 Pop Mart Shares will be recognised in the consolidated statement of profit and loss of the Group at the end of each reporting period.

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LETTER FROM THE BOARD

The Further Acquisition of Pop Mart Shares was financed by internally generated funds and existing shareholder’s loan. It is expected that there will not be any material effect on the assets and liabilities of the Group.

April Further Acquisition of Pop Mart Shares

The total consideration for the aggregate of all transactions respectively contemplated under (i) the Acquisition of Pop Mart Shares, (ii) the Further Acquisition of Pop Mart Shares and (iii) the April Further Acquisition of Pop Mart Shares is approximately HK$28.0 million.

The April Further Acquisition of Pop Mart Shares was accounted for as financial assets at fair value through profit or loss in the consolidated financial statements of the Group. The April Further Acquisition of Pop Mart 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 April Further Acquisition of Pop Mart Shares will be recognised in the consolidated statement of profit and loss of the Group at the end of each reporting period.

The April Further Acquisition of Pop Mart Shares was financed by internally generated funds and existing shareholder’s loan. It is expected that there will not be any material effect on the assets and liabilities of the Group.

It should be noted that the above financial effects of (i) the Acquisition of Micron Shares, (ii) the Acquisition of Pop Mart Shares, (iii) the Further Acquisition of Micron Shares, (iv) the Further Acquisition of Pop Mart Shares and (v) the April Further Acquisition of Pop Mart Shares are for illustrative purposes only. The actual impact of (i) the Acquisition of Micron Shares, (ii) the Acquisition of Pop Mart Shares, (iii) the Further Acquisition of Micron Shares, (iv) the Further Acquisition of Pop Mart Shares and (v) the April Further Acquisition of Pop Mart 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 ACQUISITION OF MICRON SHARES, (II) THE ACQUISITION OF POP MART SHARES, (III) THE FURTHER ACQUISITION OF MICRON SHARES, (IV) THE FURTHER ACQUISITION OF POP MART SHARES AND (V) THE APRIL FURTHER ACQUISITION OF POP MART 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.

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LETTER FROM THE BOARD

Micron is a global leader in innovative memory and storage solutions. Pop Mart is a market leading player in character-based entertainment, renowned for pioneering the designer toy culture worldwide. The Board holds positive views towards the financial performance and future prospects of Micron and Pop Mart. At the relevant times, the Group considered that (i) the Acquisition of Micron Shares, (ii) the Acquisition of Pop Mart Shares, (iii) the Further Acquisition of Micron Shares, (iv) the Further Acquisition of Pop Mart Shares and (v) the April Further Acquisition of Pop Mart Shares represent good opportunities to acquire attractive investment and to expand its investment portfolio with quality assets, which would enhance investment return for the Group.

As each of (i) the Acquisition of Micron Shares, (ii) the Acquisition of Pop Mart Shares, (iii) the Further Acquisition of Micron Shares, (iv) the Further Acquisition of Pop Mart Shares and (v) the April Further Acquisition of Pop Mart Shares was 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 each of (i) the Acquisition of Micron Shares, (ii) the Acquisition of Pop Mart Shares, (iii) the Further Acquisition of Micron Shares, (iv) the Further Acquisition of Pop Mart Shares and (v) the April Further Acquisition of Pop Mart Shares are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

Acquisition of Micron Shares

As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Acquisition of Micron Shares exceeds 25% but is less than 100%, the Acquisition of Micron Shares constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and will be subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules.

Acquisition of Pop Mart Shares

As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Acquisition of Pop Mart Shares exceeds 25% but is less than 100%, the Acquisition of Pop Mart Shares constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and will be subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules.

Further Acquisition of Micron Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Acquisition of Micron Shares and the Further Acquisition of Micron Shares involve the acquisition of Micron Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately US$3.8 million (equivalent to approximately HK$29.8 million).

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LETTER FROM THE BOARD

The Further Acquisition of Micron Shares, on a standalone basis, constitutes a discloseable transaction since one or more of the applicable percentage ratios (as defined under the Listing Rules) are more than 5% but all of such ratios are less than 25%.

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

Further Acquisition of 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 Acquisition of Pop Mart Shares and the Further Acquisition of Pop Mart Shares involve the acquisition of Pop Mart Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately HK$23.0 million.

The Further Acquisition of Pop Mart Shares, on a standalone basis, constitutes a discloseable transaction since one or more of the applicable percentage ratios (as defined under the Listing Rules) are more than 5% but all of such ratios are less than 25%.

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

April Further Acquisition of Pop Mart Shares

Pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules for the purpose of classification of the transactions, as the Acquisitions of Pop Mart Shares and the Further Acquisition of Pop Mart Shares involve the acquisition of Pop Mart Shares within a 12-month period, all transactions respectively contemplated thereunder are considered and are aggregated as one transaction at a total consideration of approximately HK$28.0 million.

As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Further Acquisition of Pop Mart Shares, when aggregated with the Acquisitions of Pop Mart Shares by the Company in the preceding 12-month period, exceeds 25% but is less than

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LETTER FROM THE BOARD

100%, the Further Acquisition of Pop Mart Shares constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and will be subject to reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

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 Micron which is prepared in accordance with Chapter 4 of the Listing Rules and a discussion and analysis on results of Micron 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.

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 Acquisition of Micron Shares and the Further Acquisition of Micron 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 the Acquisition of Micron Shares and the Further Acquisition of Micron Shares, the percentage of Micron Shares held by the Company would be approximately 0.003%. The Company also does not have any board seats in Micron. It is submitted that the Company’s minority interest in Micron is minimal and insignificant to exert any form of control over Micron.
(b) Following the Acquisition of Micron Shares and the Further Acquisition of Micron Shares, Micron will not become a subsidiary or an associate of the Company and the financial results of Micron 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 Micron will be out of proportion to the size of each of the Acquisition of Micron Shares and the Further Acquisition of Micron Shares in terms of time and costs involved.
(c) As each of the Acquisition of Micron Shares and the Further Acquisition of Micron Shares was a transaction made in the open market, Micron was not obliged to assist the Company to prepare the accountants’ report on Micron for the Acquisition of Micron Shares and the Further Acquisition of Micron Shares. In addition, the Company does not have access to Micro’s books and records to prepare the accountants’ report on it in accordance with the Listing Rules.

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LETTER FROM THE BOARD

(d) 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 Micron based on the Hong Kong Financial Reporting Standards. Even assuming Micron 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 Micron in its circular as the auditors of the Company would have to carry out audit procedures on Micron, which would not provide meaningful information to the Shareholders given the above.
(e) The Company’s reporting accountant considers that the accounting policies of Micron, i.e. the accounting principles generally accepted in the United States as contained in the Financial Accounting Standards Board Accounting Standards Codification (the “ U.S. GAAP ”), are materially consistent with the accounting policies of the Company, i.e. Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants.
(f) Micron, 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 website. Micron has its financial results audited by PricewaterhouseCoopers LLP and prepared based on the U.S. GAAP. Micron had been publishing financial information to the market on a regular basis to enable investors to assess its activities and financial position, and such filings can be easily obtained by the Shareholders and will enable them and potential investors to make a properly informed assessment of Micron. Further, Micron would publish its unaudited quarterly results on its website. The unaudited quarterly results were prepared based on the U.S. GAAP, and therefore, such information is publicly available.
(g) As stated in the reasons set out in points (c) and (f) above, the Company could not access the books and records of Micron and Micron was not prepared to disclose any additional financial information. Thus, the Company were not able to prepare the discussion and analysis of results of Micron 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 Micron 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.

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LETTER FROM THE BOARD

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 Micron for the year ended 2 September 2021 as extracted from the published documents of Micron, which is set out on page II-2 to II-38 in Appendix II to this circular;
(b) the annual audited consolidated financial statements of Micron for the year ended 1 September 2022 as extracted from the published documents of Micron, which is set out on page II-39 to II-76 in Appendix II to this circular;
(c) the annual audited consolidated financial statements of Micron for the year ended 31 August 2023 as extracted from the published documents of Micron, which is set out on page II-77 to II-114 in Appendix II to this circular;
(d) the unaudited consolidated financial statements of Micron for the six months ended 29 February 2024 as extracted from the published documents of Micron, which is set out on page II-115 to II-136 in Appendix II to this circular; and
(e) the management discussion and analysis of the results of operations of Micron for the three years ended 2 September 2021, 1 September 2022 and 31 August 2023 and the six months ended 29 February 2024 as extracted from the published documents of Micron, which are set out on pages III-1 to III-38 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 Acquisition of Micron Shares, the Acquisition of Pop Mart Shares, the Further Acquisition of Micron Shares, the Further Acquisition of Pop Mart Shares and the April Further Acquisition of Pop Mart Shares; and (b) written approval has been obtained from a shareholder or a closely allied group of shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at general meetings to approve each of the Acquisition of Micron Shares, the Acquisition of Pop Mart Shares, the Further Acquisition of Micron Shares, the Further Acquisition of Pop Mart Shares and the April Further Acquisition of Pop Mart Shares.

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LETTER FROM THE BOARD

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

In relation to written approval in lieu of holding a general meeting in respect of each of the Acquisition of Micron Shares, the Acquisition of Pop Mart Shares, the Further Acquisition of Micron Shares, the Further Acquisition of Pop Mart Shares and the April Further Acquisition of Pop Mart 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 Acquisition of Micron Shares, the Acquisition of Pop Mart Shares, the Further Acquisition of Micron Shares, the Further Acquisition of Pop Mart Shares and the April Further Acquisition of Pop Mart Shares.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that each of the Acquisition of Micron Shares, the Acquisition of Pop Mart Shares, the Further Acquisition of Micron Shares, the Further Acquisition of Pop Mart Shares and the April Further Acquisition of Pop Mart 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 each of the Acquisition of Micron Shares, the Acquisition of Pop Mart Shares, the Further Acquisition of Micron Shares, the Further Acquisition of Pop Mart Shares and the April Further Acquisition of Pop Mart Shares if a physical meeting were to be held.

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LETTER FROM THE BOARD

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 March 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:

Lease liabilities Loan from immediate holding company Loans from related companies Loan from ultimate controlling party	31 March 2024 HK$’000 4,907

	Nil

	49,590

	110,743

As at 31 March 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.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as disclosed above, the Group did not, as of the close of business on 31 March 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.

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 (i) the Acquisition of Micron Shares, (ii) the Acquisition of Pop Mart Shares, (iii) the Further Acquisition of Micron Shares, (iv) the Further Acquisition of Pop Mart Shares and (v) the April Further Acquisition of Pop Mart 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 ACQUISITION OF MICRON SHARES, (II) THE ACQUISITION OF POP MART SHARES, (III) THE FURTHER ACQUISITION OF MICRON SHARES, (IV) THE FURTHER ACQUISITION OF POP MART

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

SHARES AND (V) THE APRIL FURTHER ACQUISITION OF POP MART SHARES” in the section headed “LETTER FROM THE BOARD”, the Group considers that (i) the Acquisition of Micron Shares, (ii) the Acquisition of Pop Mart Shares, (iii) the Further Acquisition of Micron Shares, (iv) the Further Acquisition of Pop Mart Shares and (v) the April Further Acquisition of Pop Mart 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.

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FINANCIAL INFORMATION OF MICRON

APPENDIX II

FINANCIAL INFORMATION OF MICRON FOR (I) EACH OF THE THREE YEARS ENDED 2 SEPTEMBER 2021, 1 SEPTEMBER 2022 AND 31 AUGUST 2023 AND (II) THE SIX MONTHS ENDED 29 FEBRUARY 2024

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

The following is an extract of the audited consolidated financial statements of Micron for the three years ended 2 September 2021, 1 September 2022 and 31 August 2023 and the unaudited consolidated financial statements of Micron for the six months ended 29 February 2024, which were prepared in accordance with the accounting principles generally accepted in the United States as contained in the Financial Accounting Standards Board Accounting Standards Codification (the “ U.S. GAAP ”), as extracted from the respective annual reports/second quarterly report of Micron for the three years ended 2 September 2021, 1 September 2022 and 31 August 2023 and for the six months ended 29 February 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/second quarterly report and consolidated financial statements of Micron for the three years ended 2 September 2021, 1 September 2022 and 31 August 2023 and for the six months ended 29 February 2024 are available at the website of Micron (https://investors.micron.com/sec-filings).

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.

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FINANCIAL INFORMATION OF MICRON

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FINANCIAL INFORMATION OF MICRON

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Re p o o f Inde p enden t Re gi s t ered Publ i c Accountin g F i rm rt

To t he Board o f Di rec t ors and Shareholders o f Micron Technolo gy, Inc.

O pini ons on t he Fin anc i al S t a t emen ts and In t ernal Con tro l over Fin anc ia l Re p o rti n g

We have aud it ed t he accom p an yi n g consol i da t ed balance shee t s o f M i cron Technolo gy, Inc. and it s subs i d i ar i es (t he "Com p an y") as o f Se pt ember 2, 2021 and Se pt ember 3, 2020, and t he rela t ed consol i da t ed s t a t emen t s o f o p era ti ons, o f com p rehens i ve i ncome, o f chan g es i n e q u ity and o f cash flows r each o f t he t hree y ears i n t he fo p er i od ended Se pt ember 2, 2021, i nclud i n g t he rela t ed no t es and schedule o f valua ti on and q ual ifyi n g accoun t s f or each o f t he t hree y ears i n t he p er i od ended Se pt ember 2, 2021 a pp ear i n g under I t em 15 (collec ti vel y re f erred t o as t he "consol i da t ed fi nanc i al s t a t emen t s"). We also have aud it ed t he Com p an y 's i n t ernal con t rol over fi nanc i al re p o rti n g as o f Se pt ember 2, 2021, based on cr it er i a es t abl i shed i n In t ernal Con t rol- In t e g ra t ed Framework (2013) i ssued b y t he Comm itt ee o f S p onsor i n g Or g an i za ti ons o f t he Treadwa y Comm i ss i on (COSO).

In our o pi n i on, t he consol i da t ed fi nanc i al s t a t emen t s re f erred t o above p resen t f a i rl y, i n all ma t er i al res p ec t s, t he fi nanc i al p os iti on o f t he Com p an y as o f Se pt ember 2, 2021 and Se pt ember 3, 2020, and t he resul t s o f it s o p era ti ons and it s cash flows f or each o f t he t hree y ears i n t he p er i od ended Se pt ember 2, 2021 i n con f orm ity w it h accoun ti n g p r i nc ip les g enerall y acce pt ed i n t he Un it ed S t a t es o f Amer i ca. Also i n our o pi n i on, t he Com p an y ma i n t a i ned, i n all ma t er i al res p ec t s, e ff ec ti ve i n t ernal con t rol over fi nanc i al re p o rti n g as o f Se pt ember 2, 2021, based on cr it er i a es t abl i shed i n In t ernal Con t rol- In t e g ra t ed Framework (2013) i ssued b y t he COSO.

Chan g es i n Accoun ti n g P ri nc ip le

As d i scussed i n t he S ig n ifi can t Accoun ti n g Pol i c i es and Inven t or i es no t es t o t he consol i da t ed fi nanc i al s t a t emen t s, t he Com p an y chan g ed t he manner i n wh i ch it accoun t s f or i nven t o ry cos ti n g f rom t he avera g e cos t i nven t o ry accoun ti n g me t hod t o t he fi rs t-i n, fi rs t -ou t i nven t o ry accoun ti n g me t hod and t he manner i n wh i ch it class ifi es s p are p a rt s fo r e q u ip men t fr om raw ma t er i als i nven t or i es t o o t her curren t asse t s i n 2021, and t he manner i n wh i ch it accoun t s fo r leases in 2020.

Bas is for O pi n i ons

The Com p an y 's mana g emen t i s res p ons i ble fo r t hese consol i da t ed fi nanc i al s t a t emen t s, fo r ma i n t a i n i n g e ff ec ti ve i n t ernal con t rol over fi nanc i al re p o rti n g, and fo r it s assessmen t o f t he e ff ec ti veness o f i n t ernal con t rol over fi nanc i al re p o rti n g, i ncluded i n Mana g emen t' s Re p o rt on In t ernal Con t rol Over F i nanc i al Re p o rti n g a pp ear i n g under I t em 9 A. Our res p ons i b i l ity i s t o ex p ress o pi n i ons on t he Com p an y 's consol i da t ed fi nanc i al s t a t emen t s and on t he Com p an y 's i n t ernal con t rol over fi nanc i al re p o rti n g based on our aud it s. We are a p ubl i c accoun ti n g fi rm re gi s t ered w it h t he Publ i c Com p an y Accoun ti n g Overs ig h t Board (Un it ed S t a t es) (PCAOB) and are re q u i red t o be i nde p enden t w it h res p ec t t o t he Com p an y i n accordance w it h t he U.S. f ederal secur iti es laws and t he a pp l i cable rules and re g ula ti ons o f t he Secur iti es and Exchan g e Comm i ss i on and t he PCAOB.

We conduc t ed our aud it s i n accordance w it h t he s t andards o f t he PCAOB. Those s t andards re q u i re t ha t we p lan and p e rf orm t he aud it s t o ob t a i n reasonable assurance abou t whe t her t he consol i da t ed fi nanc i al s t a t emen t s are fr ee o f ma t er i al m i ss t a t emen t, whe t her due t o error or fr aud, and whe t her e ff ec ti ve i n t ernal con t rol over fi nanc i al re p o rti n g was ma i n t a i ned i n all ma t er i al res p ec t s.

Our aud it s o f t he consol i da t ed fi nanc i al s t a t emen t s i ncluded p e rf orm i n g p rocedures t o assess t he r i sks o f ma t er i al m i ss t a t emen t o f t he consol i da t ed fi nanc i al s t a t emen t s, whe t her due t o error or fr aud, and p e rf orm i n g p rocedures t ha t res p ond t o t hose r i sks. Such p rocedures i ncluded exam i n i n g, on a t es t bas i s, ev i dence re g ard i n g t he amoun t s and d i sclosures i n t he consol i da t ed fi nanc i al s t a t emen t s. Our aud it s also i ncluded evalua ti n g t he accoun ti n g

p r i nc ip les used and s ig n ifi can t es ti ma t es made b y mana g emen t, as well as evalua ti n g t he overall p resen t a ti on o f t he consol i da t ed fi nanc i al s t a t emen t s. Our aud it o f i n t ernal con t rol over fi nanc i al re p o rti n g i ncluded ob t a i n i n g an unders t and i n g o f i n t ernal con t rol over fi nanc i al re p o rti n g, assess i n g t he r i sk t ha t a ma t er i al weakness ex i s t s, and t es ti n g and evalua ti n g t he des ig n and o p era ti n g e ff ec ti veness o f i n t ernal con t rol based on t he assessed r i sk. Our aud it s also i ncluded p e rf orm i n g such o t her p rocedures as we cons i dered necessa ry i n t he c i rcums t ances. We bel i eve t ha t our aud it s p rov i de a reasonable bas i s fo r our o pi n i ons.

82 I 2021 10-K

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APPENDIX II

FINANCIAL INFORMATION OF MICRON

De fi n iti on and Lim it a ti ons o f In t ernal Con t rol over Fin anc i al

A com p an y 's i n t ernal con t rol over fi nanc i al re p o rti n g i s a p rocess des ig ned t o p rov i de reasonable assurance re g ard i n g t he rel i ab i l ity o f fi nanc i al re p o rti n g and t he p re p ara ti on o f fi nanc i al s t a t emen t s f or ex t ernal p ur p oses accordance w it h g enerall y acce pt ed accoun ti n g p r i nc ip les, A com p an y 's i n t ernal con t rol over fi nanc i al re p o rti n g i ncludes t hose p ol i c i es and p rocedures t ha t (i) p e rt a i n t o t he ma i n t enance o f records t ha t, i n reasonable de t a i l, accura t el y and f a i rl y re f lec t t he t ransac ti ons and d i s p os iti ons o f t he asse t s o f t he com p an y; (ii) p rov i de reasonable assurance t ha t t ransac ti ons are recorded as necessa ry t o p erm it p re p ara ti on o f fi nanc i al s t a t emen t s i n accordance

g enerall y acce pt ed accoun ti n g p r i nc ip les, and t ha t rece ipt s and ex p end it ures o f t he com p an y are be i n g made i n accordance w it h au t hor i za ti ons o f mana g emen t and d i rec t ors o f t he com p an y; and (iii) p rov i de reasonable assurance re g ard i n g p reven ti on or ti mel y de t ec ti on o f unau t hor i zed ac q u i s iti on, use, or d i s p os iti on o f t he com p an y 's asse t s t ha t could have a ma t er i al e ff ec t on t he fi nanc i al s t a t emen t s,

Because o f it s i nheren t l i m it a ti ons, i n t ernal con t rol over fi nan ci al re p o rti n g ma y no t p reven t or de t ec t m i ss t a t emen t s Also, p ro j ec ti ons o f an y evalua ti on o f e ff ec ti veness t o f u t ure p er i ods are sub j ec t t o t he r i sk t ha t con t rols ma y become i nade q ua t e because o f chan g es i n cond由ons, or t ha t t he de g ree o f com p l i ance w it h t he p ol ici es or p rocedures ma y de t er i ora t e.

Ma tt ers

The cr iti cal aud it ma tt er commun i ca t ed below i s a ma tt er ar i s i n g fr om t he curren t p er i od aud it o f t he consol i da t ed commun i ca t ed t o t he aud it comm itt ee and t ha t (i) consol i da t ed fi nanc i al s t a t emen t s and (ii) i nvolved our The commun i ca ti on o f cr iti cal aud it ma tt ers does no t al t er and we are no t, by cr iti cal aud it ma廿er or on

(F shed

process)

As descr i bed i n t he S ig n ifi can t Accoun ti n g Pol i c i es and Inven t or i es no t es t o t he consol i da t ed fi nanc i al s t a t emen t s, as o f Se pt ember 2, 2021, t he Com p an y had a ne t i nven t or y balance fo r fi n i shed g oods and work i n p rocess t o t al i n g a pp rox i ma t el y $4 b illi on. As d i sclosed b y mana g emen t, de t erm i n i n g t he ne t real i zable value o f t he Com p an y 's ne t i nven t or i es i nvolves s ig n ifi can t j ud g men t s, i nclud i n g p ro j ec ti n g f u t ure avera g e sell i n g p r i ces and f u t ure sales volumes.

The p r i nc ip al cons i dera ti ons f or our de t erm i na ti on t ha t p e rf orm i n g p rocedures rela ti n g t o t he valua ti on o f fi n i shed g oods and work i n p rocess i nven t or i es i s a cr iti cal aud it ma tt er are t he s ig n ifi can t j ud g men t b y mana g emen t i n de t erm i n i n g t he ne t real i zable value o f i nven t or i es, wh i ch i n t urn led t o s ig n ifi can t aud it or j ud g men t, sub j ec ti v ity and e ff o rt i n p e rf orm i n g p rocedures over t he reasonableness o f t he s ig n ifi can t assum pti ons rela t ed t o f u t ure avera g e se lli n g p r i ces and fut ure sales volumes, used t o es ti ma t e t he ne t real i zable value o f fi n i shed g oods and work i n p rocess i nven t or i es.

Address i n g t he ma tt er i nvolved p e rf orm i n g p rocedures and evalua ti n g aud it ev i dence i n connec ti on w it h fo rm i n g our overall o pi n i on on t he consol i da t ed fi nan ci al s t a t emen t s. These p rocedures i ncluded t es ti n g t he e ff ec ti veness o f con t rols rela ti n g t o mana g emen t' s es ti ma t e o f t he ne t real i zable value o f fi n i shed g oods and work i n p rocess i nven t or i es, s ig n ifi can t assum pti ons, and da t a used t o value t he i nven t or i es. These p rocedures also i ncluded, amon g o t hers, t es ti n g mana g emen t' s p rocess fo r develo pi n g t he ne t real i zable value es ti ma t e o f fi n i shed g oods and work i n p rocess i nven t or i es; evalua ti n g t he a pp ro p r i a t eness o f mana g emen t' s es ti ma t ed ne t real i zable value me t hodolo gy; t es ti n g t he com p le t eness, accurac y, and relevance o f underl yi n g da t a used i n t he es ti ma t e o f ne t real i zable value o f fi n i shed g oods and work i n p rocess i nven t or i es; and evalua ti n g t he reasonableness o f mana g emen t 's assum pti ons rela t ed t o f u t ure avera g e se lli n g p r i ces and f u t ure sales volumes. Evalua ti n g mana g emen t 's assum pti ons rela t ed t o f u t ure avera g e se lli n g p r i ces and f u t ure sales volumes i nvolved evalua ti n g whe t her t he assum pti ons used b y mana g emen t were reasonable cons i der i n g (i) curren t and p as t resul t s, i nclud i n g recen t sales, (ii) t he cons i s t enc y w it h ex t ernal marke t, i ndus try da t a and curren t con t rac t p r i ces, (iii) a com p ar i son o f t he p r i or y ear es ti ma t es t o ac t ual resul t s i n t he curren t y ear, and (i v) whe t her t hese assum pti ons were cons i s t en t w it h ev i dence ob t a i ned i n o t her areas o f t he aud it.

誣cron·83

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APPENDIX II

FINANCIAL INFORMATION OF MICRON

/s/ PricewaterhouseCoopers LLP

San Jose, Cal if orn i a October 8, 2021

We have served as the Company's auditor since 1984.

84 I 2021 10-K

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MANAGEMENT DISCUSSION AND ANALYSIS OF MICRON

APPENDIX III

The following management discussion and analysis of the results of Micron is extracted from the annual reports/second quarterly report of Micron for the years ended 2 September 2021, 1 September 2022 and 31 August 2023 and for the six months ended 29 February 2024. It should be read in conjunction with the financial information of Micron for the years ended 2 September 2021, 1 September 2022 and 31 August 2023 and the six months ended 29 February 2024 set forth in Appendix II to this circular. The management discussion and analysis of the results of Micron 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.

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MANAGEMENT DISCUSSION AND ANALYSIS OF MICRON

APPENDIX III

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– III-29 –

MANAGEMENT DISCUSSION AND ANALYSIS OF MICRON

APPENDIX III

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– III-30 –

MANAGEMENT DISCUSSION AND ANALYSIS OF MICRON

APPENDIX III

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– III-31 –

MANAGEMENT DISCUSSION AND ANALYSIS OF MICRON

APPENDIX III

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– III-32 –

MANAGEMENT DISCUSSION AND ANALYSIS OF MICRON

APPENDIX III

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– III-33 –

MANAGEMENT DISCUSSION AND ANALYSIS OF MICRON

APPENDIX III

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– III-34 –

MANAGEMENT DISCUSSION AND ANALYSIS OF MICRON

APPENDIX III

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– III-35 –

APPENDIX III MANAGEMENT DISCUSSION AND ANALYSIS OF MICRON

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– III-36 –

MANAGEMENT DISCUSSION AND ANALYSIS OF MICRON

APPENDIX III

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– III-37 –

APPENDIX III MANAGEMENT DISCUSSION AND ANALYSIS OF MICRON

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– III-38 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE ACQUISITION OF MICRON SHARES AND POP MART SHARES AND THE FURTHER ACQUISITION OF MICRON SHARES AND POP MART SHARES

APPENDIX IV

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 acquisition and further acquisition 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) Pro forma adjustment (4) Pro forma adjustment (5) Pro forma adjustment (6) HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3) (Note 4) (Note 5) (Note 6) (Note 7) 37,887 4,910 880 20,182 29 63,888	Unaudited Pro forma 31 December 2023 HK$’000 37,887 4,910 880 20,182 29
		63,888

– IV-1 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE ACQUISITION OF MICRON SHARES AND POP MART SHARES AND THE FURTHER ACQUISITION OF MICRON SHARES AND POP MART SHARES

APPENDIX IV

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 liability Deferred income Loan from ultimate controlling party	Audited 31 December 2023 Pro forma adjustment (1) Pro forma adjustment (2) Pro forma adjustment (3) Pro forma adjustment (4) Pro forma adjustment (5) Pro forma adjustment (6) HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3) (Note 4) (Note 5) (Note 6) (Note 7) 29,000 65,814 2,202 6,543 69,276 19,840 17,988 – 9,955 4,992 4,995 42,473 (19,890) (18,053) 30,078 (9,980) (5,010) (5,013) 215,308 71,095 2,744 392 49,930 34 124,195 91,113 155,001 2,760 435 1,695 83,349 30,078 88,239 66,762	Unaudited Pro forma 31 December 2023 HK$’000 29,000 65,814 2,202 6,543 127,046 14,605
		245,210

		71,095 2,744 392 49,930 34
		124,195
		121,015
		184,903
		2,760 435 1,695 113,427
		118,317
		66,586

– IV-2 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE ACQUISITION OF MICRON SHARES AND POP MART SHARES AND THE FURTHER ACQUISITION OF MICRON SHARES AND POP MART SHARES

APPENDIX IV

Capital and reserves Share capital Reserves	Audited 31 December 2023 Pro forma adjustment (1) Pro forma adjustment (2) Pro forma adjustment (3) Pro forma adjustment (4) Pro forma adjustment (5) Pro forma adjustment (6) HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3) (Note 4) (Note 5) (Note 6) (Note 7) 8,000 58,762 (50) (65) (25) (18) (18) 66,762	Unaudited Pro forma 31 December 2023 HK$’000 8,000 58,586
		66,586

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 acquired Micron Technology, Inc. (Nasdaq stock code: MU) shares (“ Micron Shares ”) through the open market with details below. Total consideration of Micron Shares was HK$19,890,000, being assumed to the fair value of Micron Shares as at 31 December 2023.

				Consideration
		Average	Average	(excluding
	Number of	purchase	purchase	stamp duty	Stamp duty
	shares	price per	price per	and related	and related	Total
Trade date	acquired	share	share	expenses)	expenses	consideration
		US$	HK$	HK$’000	HK$’000	HK$’000
21 March 2024	23,200	109.92	855.17	19,840	50	19,890

(3) The Group further acquired 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$18,053,000, being assumed to the fair value of Pop Mart Shares as at 31 December 2023.

			Consideration
		Average	(excluding
	Number of	purchase	stamp duty	Stamp duty
	shares	price per	and related	and related	Total
Trade date	acquired	share	expenses)	expenses	consideration
		HK$	HK$’000	HK$’000	HK$’000
22 March 2024	650,000	27.67	17,988	65	18,053

– IV-3 –

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE ACQUISITION OF MICRON SHARES AND POP MART SHARES AND THE FURTHER ACQUISITION OF MICRON SHARES AND POP MART SHARES

(4) On 27 March 2024, in order to finance the acquisition of Micron Shares and Pop Mart Shares, the Group has obtained shareholder’s loan amounted to HK$30,078,000 from Yoho Bravo Limited, which is indirectly held by a controlling Shareholder of the Company. The shareholder loan is not repayable within 12 months from the borrowing date and classified as non-current liabilities as if the transaction had taken place at 31 December 2023.
(5) The Group further acquired Micron shares through the open market with details below. Total consideration of Micron Shares was HK$9,980,000, being assumed to the fair value of Micron Shares as at 31 December 2023.

				Consideration
		Average	Average	(excluding
	Number of	purchase	purchase	stamp duty	Stamp duty
	shares	price per	price per	and related	and related	Total
Trade date	acquired	share	share	expenses)	expenses	consideration
		US$	HK$	HK$’000	HK$’000	HK$’000
1 April 2024	10,400	123.04	957.22	9,955	25	9,980

(6) The Group further acquired Pop Mart shares through the open market with details below. Total consideration of Pop Mart Shares was HK$5,010,000, being assumed to the fair value of Pop Mart Shares as at 31 December 2023.

			Consideration
		Average	(excluding
	Number of	purchase	stamp duty	Stamp duty
	shares	price per	and related	and related	Total
Trade date	acquired	share	expenses)	expenses	consideration
		HK$	HK$’000	HK$’000	HK$’000
2 April 2024	166,000	30.08	4,992	18	5,010

(7) The Group further acquired Pop Mart shares through the open market with details below. Total consideration of Pop Mart Shares was HK$5,013,000, being assumed to the fair value of Pop Mart Shares as at 31 December 2023.

			Consideration
		Average	(excluding
	Number of	purchase	stamp duty	Stamp duty
	shares	price per	and related	and related	Total
Trade date	acquired	share	expenses)	expenses	consideration
		HK$	HK$’000	HK$’000	HK$’000
23 April 2024	145,000	34.45	4,995	18	5,013

– IV-4 –

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE ACQUISITION OF MICRON SHARES AND POP MART SHARES AND THE FURTHER ACQUISITION OF MICRON SHARES AND 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.

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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 24 May 2024 (the “ Circular ”) (the “ Unaudited Pro Forma Financial Information ”) issued by the Company in connection with the acquisitions and further acquisitions 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 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE ACQUISITION OF MICRON SHARES AND POP MART SHARES AND THE FURTHER ACQUISITION OF MICRON SHARES AND POP MART SHARES

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 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP FOLLOWING THE ACQUISITION OF MICRON SHARES AND POP MART SHARES AND THE FURTHER ACQUISITION OF MICRON SHARES AND POP MART SHARES

APPENDIX IV

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 ACQUISITION OF MICRON SHARES AND POP MART SHARES AND THE FURTHER ACQUISITION OF MICRON SHARES AND 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,

24 May 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
			Company as
		Number of	at Latest
		ordinary	Practicable
Name of Director	Nature of interest	shares held	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
			Company as
		Number of	at the Latest
		ordinary	Practicable
Name of Shareholder	Nature of interest	shares held	Date
Yoho Bravo Limited	Beneficial owner	599,658,000 (L)	74.96%
(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).

– V-2 –

GENERAL INFORMATION

APPENDIX V

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 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 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$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

– V-5 –

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 further disposal of 1,490 Super Micro Shares 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 Micron Shares 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);

– V-6 –

GENERAL INFORMATION

APPENDIX V

(x) on 22 March 2024, the Company executed a trade order with BOCI Securities Limited relating to the Acquisition of Pop Mart Shares 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 Micron 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);
(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 Pop Mart Shares 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 April Further Acquisition of Pop Mart Shares 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); and
(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).

– V-7 –

GENERAL INFORMATION

APPENDIX V

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.

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.

– V-8 –

GENERAL INFORMATION

APPENDIX V

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.
(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 the memorandums giving full particulars of the transaction contemplated under each of the Acquisition of Micron Shares, the Acquisition of Pop Mart Shares, the Further Acquisition of Micron Shares, the Further Acquisition of Pop Mart Shares and the April Further Acquisition of Pop Mart Shares (material contracts (v), (x), (z), (bb) and (cc) 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.

– V-9 –

AI assistant

Brainhole Technology Limited — Proxy Solicitation & Information Statement 2024

50444_rns_2024-05-23_90cd53ad-1df0-42b7-8cb4-a8dfc392b8de.pdf

BRAINHOLE TECHNOLOGY LIMITED

MAJOR TRANSACTIONS IN RELATION TO (1) ACQUISITIONS OF LISTED SECURITIES; AND

(2) FURTHER ACQUISITIONS OF LISTED SECURITIES

DEFINITIONS

DEFINITIONS

BRAINHOLE TECHNOLOGY LIMITED

To the Shareholders

MAJOR TRANSACTIONS IN RELATION TO (1) ACQUISITIONS OF LISTED SECURITIES AND

(2) FURTHER ACQUISITIONS OF LISTED SECURITIES

INTRODUCTION

ACQUISITION OF MICRON SHARES

ACQUISITION OF POP MART SHARES

FURTHER ACQUISITION OF MICRON SHARES

LETTER FROM THE BOARD

FURTHER ACQUISITION OF POP MART SHARES

APRIL FURTHER ACQUISITION OF POP MART SHARES

LETTER FROM THE BOARD

INFORMATION ON THE COMPANY

INFORMATION ON MICRON AND POP MART

Micron

Pop Mart

LETTER FROM THE BOARD

FINANCIAL EFFECT OF (I) THE ACQUISITION OF MICRON SHARES; (II) THE ACQUISITION OF POP MART SHARES; (III) THE FURTHER ACQUISITION OF MICRON SHARES; (IV) THE FURTHER ACQUISITION OF POP MART SHARES; AND (V) THE APRIL FURTHER ACQUISITION OF POP MART SHARES

Acquisition of Micron Shares

Acquisition of Pop Mart Shares

Further Acquisition of Micron Shares

Further Acquisition of Pop Mart Shares

April Further Acquisition of Pop Mart Shares

REASONS FOR AND BENEFITS OF (I) THE ACQUISITION OF MICRON SHARES, (II) THE ACQUISITION OF POP MART SHARES, (III) THE FURTHER ACQUISITION OF MICRON SHARES, (IV) THE FURTHER ACQUISITION OF POP MART SHARES AND (V) THE APRIL FURTHER ACQUISITION OF POP MART SHARES

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

Acquisition of Micron Shares

Acquisition of Pop Mart Shares

Further Acquisition of Micron Shares

LETTER FROM THE BOARD

Further Acquisition of Pop Mart Shares

April Further Acquisition of Pop Mart 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

APPENDIX I

3. WORKING CAPITAL STATEMENT OF THE GROUP

4. MATERIAL ADVERSE CHANGE

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

FINANCIAL INFORMATION OF MICRON FOR (I) EACH OF THE THREE YEARS ENDED 2 SEPTEMBER 2021, 1 SEPTEMBER 2022 AND 31 AUGUST 2023 AND (II) THE SIX MONTHS ENDED 29 FEBRUARY 2024

To t he Board o f Di rec t ors and Shareholders o f Micron Technolo gy, Inc.

O pini ons on t he Fin anc i al S t a t emen ts and In t ernal Con tro l over Fin anc ia l Re p o rti n g

Chan g es i n Accoun ti n g P ri nc ip le

Bas is for O pi n i ons

De fi n iti on and Lim it a ti ons o f In t ernal Con t rol over Fin anc i al

Ma tt ers

(F shed

process)

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Brainhole Technology Limited Proxy Solicitation & Information Statement 2024

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