Brainhole Technology Limited — Regulatory Filings 2019

Jan 10, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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TOP DYNAMIC

TOP DYNAMIC INTERNATIONAL HOLDINGS LIMITED 泰邦集團國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2203)

RESTORATION OF PUBLIC FLOAT AND RESUMPTION OF TRADING

Reference is made to (i) the announcement jointly issued by Yoho Bravo Limited (the “ Offeror ”) and Top Dynamic International Holdings Limited (the “ Company ”) dated 8 June 2018 in relation to, among other things, the results of the Offer (the “ Close Offer Announcement ”); (ii) the announcement of the Company dated 11 June 2018 regarding the suspension of trading of the Shares pending the restoration of public float; (iii) the announcements of the Company dated 19 June 2018, 7 August 2018, 2 October 2018, 19 November 2018, 26 November 2018 and 20 December 2018 regarding the update on the restoration of public float and the grant of waivers by the Stock Exchange to the Company from the strict compliance with the minimum public float requirement; and (iv) the announcement of the Company dated 27 November 2018 in relation to the Stock Exchange’s resumption guidance for the Company (the “ Resumption Guidance ”). Unless stated otherwise, capitalised terms used herein shall have the same meanings as those defined in the Close Offer Announcement.

RESTORATION OF PUBLIC FLOAT

The Company was informed by the Offeror that the Offeror has through its placing agent, Astrum Capital Management Limited, placed a total of 157,600,000 Shares, representing 19.70% of the issued Shares as at the date of this announcement, to investors who are independent third parties (the “ Placing ”). To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the aforementioned investors are third parties independent of and not connected with the Company and its connected persons (as defined under the Listing Rules) and none of them has become a substantial shareholder of the Company upon completion of the Placing.

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Immediately after completion of the Placing, the shareholding of the Offeror and parties acting in concert with it in the Company has been reduced from approximately 94.66% to approximately 74.96% and the public float of the Company has been restored to not less than 25% of all issued Shares. Accordingly, the Company has fulfilled the minimum public float requirement under Rules 8.08(1)(a) and 13.32(1) of the Listing Rules. Set out below is the shareholding structure of the Company (i) immediately before completion of the Placing; and (ii) immediately after completion of the Placing and as at the date of this announcement:

The Offeror and pPublic ShareholdeTotal		Immediately beforecompletion of the PlacinghAi		Immediately aftercompletion of the Plaand as at the date othis announcemenhAi		cingftate %74.9625.0400.00
	arties acting in concert with itrs	Sares pproxmate %757,258,00094.6642,742,0005.3480000000010000		Sares pproxm599,658,000200,342,000800000000
			10000
		,,	.	,,
	N OF TRADING
	n Guidance requires the Company to: (a) restore the minimum public float req

RESUMPTION OF TRADING

The Resumption Guidance requires the Company to: (a) restore the minimum public float required under Rule 8.08(1)(a) of the Listing Rules; and (b) announce all material information for the Company’s shareholders and other investors to appraise its positions. As at the date of this announcement, the Company has fulfilled the requirements set out in the Resumption Guidance.

Trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on Monday, 11 June 2018 at the request of the Company pending the restoration of public float of the Shares. An application has been made by the Company to the Stock Exchange for resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on Friday, 11 January 2019.

By order of the Board Top Dynamic International Holdings Limited Zhang Liang Johnson Executive Director

Hong Kong, 10 January 2019

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Zhang Liang Johnson, Ms. Wan Duo and three independent non-executive Directors, namely Mr. Xu Liang, Mr. Chen Johnson Xi and Ms. Zhang Yibo.

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