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DISCLOSEABLE TRANSACTION IN RELATION TO DISPOSAL OF LISTED SECURITIES

2024-06-03 00:00:00

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.BOCOM INTERNATIONAL HOLDINGS COMPANY LIMITED (incorporated in Hong Kong with limited liability) (Stock Code: 3329) DISCLOSEABLE TRANSACTION IN RELATION TO DISPOSAL OF LISTED SECURITIES DISPOSAL OF LISTED SECURITIES The Board announces that during the period from 28 May 2024 to 31 May 2024 BIBIL a wholly-owned subsidiary of the Company disposed of an aggregate of 33186000 SenseTime Shares on the open market at a total consideration of approximately HK$45388456.20 (excluding stamp duty and related expenses).LISTING RULES IMPLICATIONS As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Disposal exceeds 5% but less than 25% the Disposal constitutes a discloseable transaction for the Company and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.DISPOSAL The Board announces that during the period from 28 May 2024 to 31 May 2024 BIBIL a wholly-owned subsidiary of the Company disposed of an aggregate of 33186000 SenseTime Shares on the open market at a total consideration of approximately HK$45388456.20 (excluding stamp duty and related expenses) which is receivable in cash on settlement. The average selling price (excluding stamp duty and related expenses) for the Disposal of each Sensetime Share is approximately HK$1.3677.– 1 –INFORMATION OF BIBIL AND THE COMPANY BIBIL is incorporated under the laws of the British Virgin Islands with limited liability and its principal activity is investment holding. The Group is principally engaged in securities brokerage margin financing corporate finance and underwriting investment and loans and asset management and advisory businesses. The regulated activities carried out by the Company’s licensed subsidiaries include dealing in securities and futures advising on securities and futures contracts providing securities margin financing advising on corporate finance and providing asset management services.INFORMATION OF THE COUNTERPARTIES As the Disposal was conducted on the open market the identities of the purchaser(s) of the Disposed Shares cannot be ascertained. To the best knowledge information and belief of the Directors and having made all reasonable enquiries none of the connected persons of the Company nor their associates has purchased the Disposed Shares.INFORMATION OF SENSETIME SenseTime is a leading artificial intelligence software company with a focus on computer vision technologies serving a broad range of industries. The SenseTime Shares are listed on the Main Board of the Stock Exchange (stock code: 0020).The following financial information is extracted from the published documents of SenseTime: For the year For the year ended ended 31 December 31 December 20232022 RMB’000 RMB’000 Revenue 3405842 3808510 Loss before income tax (6504162) (6332812) Loss for the year from continuing operations (6494670) (6092990) As of As of 31 December 31 December 20232022 RMB’000 RMB’000 Total assets 32888024 37426993 Total liabilities 9732551 8413133 – 2 –REASONS FOR AND BENEFITS OF THE DISPOSAL As the Disposal was made on the open market at prevailing market price the Directors are of the view that the terms of the Disposal are fair and reasonable. In view of the recent volatile market conditions the Directors believe that it is beneficial to adopt a cautious investment strategy to liquidate the Group’s investment in SenseTime Shares. The Group intends to use the proceeds of the Disposal for general working capital or other appropriate investment opportunities. Taking into account the factors above the Directors consider that the Disposal is in the interests of the Company and the Shareholders as a whole.FINANCIAL EFFECT OF THE DISPOSAL As a result of the Disposal the Group is expected to recognise an unaudited gain of approximately HK$6892696.20 being the difference between the consideration received from the Disposal and the carrying value of the Disposed Shares. The actual gain to be recorded by the Group is subject to the final audit to be performed by the Group’s auditors.LISTING RULES IMPLICATIONS As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Disposal exceeds 5% but less than 25% the Disposal constitutes a discloseable transaction for the Company and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.DEFINITIONS In this announcement unless the context otherwise requires the following terms shall have the following meanings: “associate” has the same meaning as ascribed to it under the Listing Rules “Board” the board of Directors “BIBIL” BOCOM International Balance Investment Limited a limited liability company incorporated in the British Virgin Islands a wholly-owned subsidiary of the Company – 3 –“Company” BOCOM International Holdings Company Limited a company incorporated in Hong Kong with limited liability the issued shares of which are listed on the Stock Exchange (stock code: 3329) “connected person” has the same meaning as ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company “Disposal” disposals of 33186000 SenseTime Shares by BIBIL during the period from 28 May 2024 to 31 May 2024 as disclosed in this announcement “Disposed Shares” an aggregate of 33186000 SenseTime Shares disposed of by BIBIL “Group” the Company and its subsidiaries “HK$” Hong Kong dollars the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “percentage ratio” has the same meaning as ascribed to it under the Listing Rules “RMB” Renminbi the lawful currency of the People’s Republic of China “SenseTime” SenseTime Group Inc. a company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Stock Exchange (stock code: 0020) “SenseTime Shares” the class B shares with nominal value of US$0.000000025 each in the share capital of SenseTime “Shareholder” holder(s) of the ordinary shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the same meaning as ascribed to it under the Listing Rules – 4 –“US$” United States dollars the lawful currency of United States of America “%” per cent.By Order of the Board BOCOM International Holdings Company Limited YI Li Company Secretary Hong Kong 3 June 2024 As at the date of this announcement the Board comprises Mr. TAN Yueheng Mr. XIE Jie and Mr. WANG Xianjia as Executive Directors; Mr. SHAN Zengjian Ms. ZHU Chen and Mr. WANG Yongqing as Non-executive Directors; and Mr. TSE Yung Hoi Mr. MA Ning and Mr. LIN Zhijun as Independent Non-executive Directors.–5–