Bortex Global Limited — Capital/Financing Update 2017

Oct 30, 2017

Unless otherwise defined, terms and expressions used in this announcement shall have the same meanings as those defined in the prospectus dated 31 October 2017 (the ‘‘Prospectus’’) issued by Bortex Global Limited (the ‘‘Company’’).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and Hong Kong Securities Clearing Company Limited (‘‘HKSCC’’) 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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Share Offer before deciding whether or not to invest in the Offer Shares thereby being offered.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of the Company in the United States. The Shares have not been, and will not be, registered under the U.S. Securities Act. The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer and is not currently intended to be any public offer of securities in the United States.

In connection with the Share Offer, Ample Orient Capital Limited as stabilising manager (the ‘‘Stabilising Manager’’), its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view to stabilising or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilising Manager, its affiliates or any person acting for it, to conduct any such stabilising action. Such stabilising action, if taken, (i) will be conducted at the absolute discretion of the Stabilising Manager, its affiliates or any person acting for it, and in what the Stabilising Manager reasonably regards as the best interest of our Company, (ii) may be discontinued at any time and (iii) is required to be brought to an end within 30 days of the last day for lodging applications under the Public Offer. Such stabilisation action may only be commenced if the size of the Share Offer is HK$100 million or above. The stabilisation action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilising action cannot be taken to support the price of the Shares for longer than the stabilisation period which begins on the Listing Date and is expected to expire on Sunday, 3 December 2017, being the 30th day after the last date for the lodging of applications under the Public Offer. After this date when no further stabilising action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.

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Bortex Global Limited 濠 亮 環球 有 限 公 司[*]

(incorporated in the Cayman Islands with limited liability)

LISTING ON

THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF SHARE OFFER

Number of Offer Shares : 200,000,000 Shares (subject to the Adjustment Options) Number of Public Offer Shares : 20,000,000 Shares (subject to reallocation) Number of Placing Shares : 180,000,000 Shares (subject to reallocation and the Adjustment Options) Offer Price : Not more than HK$0.5 per Offer Share and expected to be not less than HK$0.3 per Offer Share (payable in full upon application, plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% and subject to refund) Nominal Value : HK$0.01 per Share Stock Code : 8118

Sponsor

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Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager

Joint Bookrunner and Joint Lead Manager

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Co-Managers

• For identification purpose only

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Application has been made to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Share Offer (including any Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option or the Over-allotment Option and any Shares which may be issued pursuant to the exercise of any options which may be granted under the Share Option Scheme) as described in the Prospectus.

The Share Offer comprises the Placing and the Public Offer. A total of 200,000,000 Shares (subject to the Adjustment Options) will be made available under the Share Offer, of which 180,000,000 Shares (subject to reallocation and the Adjustment Options), representing 90% of the Offer Shares, will be conditionally placed under the Placing. The remaining 20,000,000 Shares (subject to reallocation), representing 10% of the Offer Shares, will be offered under the Public Offer. The allocation of the Offer Shares between the Placing and the Public Offer is subject to adjustment as described in the section headed ‘‘Structure and Conditions of the Share Offer’’ in the Prospectus.

In addition, the Company is expected to grant the Adjustment Options to the Sole Global Coordinator (for itself and on behalf of the Placing Underwriters) under the Placing Underwriting Agreement pursuant to which the Sole Global Coordinator may either exercise the Offer Size Adjustment Option prior to the Listing or exercise the Over-allotment Option from the Listing Date until the 30th day after the last day for lodging applications under the Public Offer, pursuant to any of which the Company is required to allot and issue up to 30,000,000 additional Shares at the Offer Price, representing 15% of the Offer Shares initially available under the Share Offer, on the same terms as those applicable to the Share Offer, solely to cover any excess demand in the Placing. The Company will disclose in its allotment results announcement whether and to what extent the Offer Size Adjustment Option has been exercised, and will confirm in the announcement that, if the Offer Size Adjustment Option is not exercised by then, the Offer Size Adjustment Option will lapse and cannot be exercised on any future date. The allotment results announcement will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.bortex.com.cn. In the event that the Over-allotment Option is exercised, an announcement will be made by the Company on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company’s website at www.bortex.com.cn.

The Offer Price will not be more than HK$0.5 per Offer Share and is expected to be not less than HK$0.3 per Offer Share unless otherwise announced. Applicants for Public Offer Shares under the Public Offer are required to pay in full, on application, the maximum Offer Price of HK$0.5 per Offer Share (plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) and subject to refund. If the Offer Price as finally determined is lower than the maximum Offer Price of HK$0.5 per Offer Share, appropriate refund payments (including the brokerage, SFC transaction levy and Stock Exchange trading fee attributable to the excess application monies) will be made to applicants, without interest.

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The Offer Price is expected to be fixed by the Price Determination Agreement between the Company and the Sole Global Coordinator (for itself and on behalf of the Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on or around Tuesday, 7 November 2017 or such later date as may be agreed by the Company and the Sole Global Coordinator (for itself and on behalf of the Underwriters). If, for any reason, the Offer Price is not agreed between the Company and the Sole Global Coordinator (for itself and on behalf of the Underwriters) on or before Monday, 13 November 2017, the Share Offer will not become unconditional and will lapse immediately. In such event, the Company will make an announcement as soon as possible on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.bortex.com.cn.

The Company expects to announce the Offer Price, the level of indications of interest in the Placing, the level of applications in the Public Offer, the basis of allotment of the Public Offer Shares and the results of applications in the Public Offer will be published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.bortex.com.cn on Wednesday, 15 November 2017.

Application for the Public Offer Shares will only be considered on the basis of the terms and conditions as stated in the Prospectus and the Application Forms. The Share Offer is conditional upon the fulfillment of the conditions set forth under the section headed ‘‘Structure and Conditions of the Share Offer’’ in the Prospectus.

The Offer Shares are fully underwritten by the Underwriters pursuant to the Underwriting Agreements. Prospective investors of the Offer Shares should note that the Sole Global Coordinator is entitled, in its sole and absolute discretion, to terminate the Underwriters’ obligations under the Underwriting Agreements by notice in writing to the Company, upon the occurrence of any of the events set forth under the section headed ‘‘Underwriting — Underwriting Arrangements and Expenses — Public Offer — Grounds for termination’’ in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, which is expected to be Thursday, 16 November 2017. In the event that the conditions of the Share Offer as mentioned therein are not fulfilled or waived (as the case may be) on or before such dates and times, the Share Offer will lapse and all monies received will be refunded to the applicants of the Share Offer without interest and the Stock Exchange will be notified immediately. If the Share Offer does not become unconditional or the Underwriting Agreements are terminated in accordance with their terms, the Company will make an announcement as soon as possible on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.bortex.com.cn on the next business day following the date of such lapse.

Subject to the granting by the Stock Exchange of the approval for listing of, and permission to deal in, the Shares on GEM and the Company’s compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from Thursday, 16 November 2017 or any other date as determined by HKSCC. Settlement of transaction between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day.

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All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS.

Application for the Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the related Application Forms.

Applicants who wish to have the allotted Public Offer Shares registered in their own names should complete and sign the WHITE Application Forms. Applicants who wish to have the allotted Public Offer Shares registered in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms, or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 31 October 2017 until 12:00 noon on Friday, 3 November 2017, from the following locations:

1. the following offices of the Public Offer Underwriters:

Ample Orient Capital Limited	Room A, 17/F, Fortune House
	61 Connaught Road Central
	Central
	Hong Kong
ChaoShang Securities Limited	Rooms 4001–4002, 40/F
	China Resources Building
	26 Harbour Road
	Wanchai
	Hong Kong
China-Hong Kong Link	19/F, 80 Gloucester Road
Securities Company Limited	Wan Chai
	Hong Kong
Grand Partners Securities	9/F, Connaught Harbourfront House
Limited	35–36 Connaught Road West
	Hong Kong
Pacific Foundation Securities	11/F, New Word Tower II
Limited	16–18 Queen’s Road Central
	Hong Kong

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1. the following branches of DBS Bank (Hong Kong) Limited, the receiving bank for the Public Offer:

District Branch Name Address Hong Kong Island United Centre Branch Shops 1015–1018 on 1/F & Shops 2032–2034 on 2/F, United Centre, 95 Queensway,Admiralty Kowloon Canton Road — DBS G/F, Hanley House, Treasures Centre 68 Canton Road, Tsimshatsui Kowloon Bay — SME Shop 6, G/F, Banking Centre Chevalier Commercial Centre, 8 Wang Hoi Road, Kowloon Bay New Territories Kwai Chung Branch G/F, 1001 Kwai Chung Road, Kwai Chung

Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 31 October 2017 until 12:00 noon on Friday, 3 November 2017 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong; or from your stockbroker who may have the Prospectus and the YELLOW Application Forms available.

The completed WHITE or YELLOW Application Form, together with a cheque or a ’ ‘‘ banker s cashier order attached and marked payable to Ting Hong Nominees Limited — Bortex Global Public Offer’’ for the payment, should be deposited in the special collection boxes provided at any of the designated branches of the receiving bank listed above, at the following times:

Tuesday, 31 October 2017	—	9:00 a.m. to 5:00 p.m.
Wednesday, 1 November 2017	—	9:00 a.m. to 5:00 p.m.
Thursday, 2 November 2017	—	9:00 a.m. to 5:00 p.m.
Friday, 3 November 2017	—	9:00 a.m. to 12:00 noon

The application lists will be open from 11:45 a.m. to 12:00 noon on Friday, 3 November 2017, the last application day or such later time as described in the section headed ‘‘How to Apply for Public Offer Shares — 9. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus.

Share certificates will only become valid documents of title provided that the Share Offer becomes unconditional and the right of termination described in the section headed ‘‘Underwriting’’ in the Prospectus has not been exercised at or before 8:00 a.m. in Hong Kong on Thursday, 16 November 2017. The Company will not issue temporary documents of title of the Shares. No receipt will be issued for the sums paid on application.

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Assuming the Share Offer becomes unconditional at or before 8:00 (Hong Kong time) on Thursday, 16 November 2017, dealings in the Shares on GEM are expected to commence at 9:00 a.m. (Hong Kong time) on Thursday, 16 November 2017. The Shares will be traded in board lots of 8,000 Shares each. The stock code of the Share is 8118.

By order of the Board Bortex Global Limited Shiu Kwok Leung Chairman and Executive Director

Hong Kong, 31 October 2017

As at the date of this announcement, the executive Directors are Mr. Shiu Kwok Leung (Chairman), Mr. Shao Xu Hua, Mr. Yuen Lai Him and the independent non-executive Directors are Mr. Wong Ting Kon, Ms. Lo Ching Yee and Mr. Cheng Hok Ming Albert.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 herein or this announcement misleading.

This announcement and a copy of the Prospectus will remain on the GEM website at www.hkgem.com and, in the case of this announcement, on the ‘‘Latest Company Announcements’’ for at least 7 days from the date of its posting. This announcement and a copy of the Prospectus will also be published on the Company’s website at www.bortex.com.cn.

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