Bortex Global Limited — Proxy Solicitation & Information Statement 2021

Jul 29, 2021

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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Bortex Global Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or 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.

Bortex Global Limited 濠亮環球有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8118)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF

THE DIRECTORS OF THE COMPANY AND

NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

A notice convening an annual general meeting of Bortex Global Limited to be held at Conference Room at 3/F, Block A6, Kaida Creative Industry Base, Qiaochang Road, Shishuikou Village, Qiaotou Town, Dongguan City, Guangdong Province, The People’s Republic of China on Thursday, 7 October 2021 at 11:00 a.m. is set out on pages 14 to 18 of this circular. A form of proxy for use at the 2021 annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of GEM of The Stock Exchange of Hong Kong Limited (www.hkgem.com) and the Company (www.bortex.com.cn).

Whether or not you are able to attend the 2021 annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the 2021 annual general meeting (i.e. not later than 11:00 a.m. on Tuesday, 5 October 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

This circular will remain on the ‘‘Latest Listed Company Information’’ page of the GEM website (www.hkgem.com) for at least 7 days from the date of its posting and on the website of the Company (www.bortex.com.cn).

References to time and dates in this circular are to Hong Kong time and dates.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Due to the COVID-19 pandemic, the following precautionary measures will be implemented by the Company at the annual general meeting:

• Compulsory temperature checks

• Completion of health declaration form

• Wearing of surgical face mask

• — No provision of refreshments or drinks

• No distribution of corporate gifts

Attendees who do not comply with the precautionary measures may be denied entry into the annual general meeting venue and requested to leave the annual general meeting venue, at the absolute discretion of the Company as permitted by law.

The Company wishes to remind all shareholders that physical attendance in person at the annual general meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the Chairman of the annual general meeting as their proxy to vote on the relevant resolutions at the annual general meeting as an alternative to attending the meeting in person.

• For identification purposes only

30 July 2021

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . .	1
Letter	from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Buyback and Issuance Mandates . . . . .	. . . . . . . . . . . . . . .	4
3.	Proposed Re-election of the Directors . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	4
4.	2021 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	6
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	6
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	6
Appendix I — Explanatory Statement on the Buyback Mandate		. . . . . . . . . . . . . . .	7
Appendix II — Details of the Directors Proposed to be Re-elected
	At the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	10
Notice	of the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	14

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘2021 AGM’’

• an annual general meeting of the Company to be held at Conference Room at 3/F, Block A6, Kaida Creative Industry Base, Qiaochang Road, Shishuikou Village, Qiaotou Town, Dongguan City, Guangdong Province, The People’s Republic of China on Thursday, 7 October 2021 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 14 to 18 of this circular, or any adjournment thereof;

• ‘‘Articles of Association’’

• the articles of association of the Company currently in force;

• ‘‘Board’’ the board of Directors;

• ‘‘Buyback Mandate’’ as defined in paragraph 2(a) of the Letter from the Board;

• ‘‘Company’’

• Bortex Global Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM;

• ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘GEM’’ GEM of the Stock Exchange;

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM;

• ‘‘Group’’ the Company and its subsidiaries from time to time;

• ‘‘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;

• ‘‘Issuance Mandate’’

• as defined in paragraph 2(b) of the Letter from the Board;

• ‘‘Latest Practicable Date’’

• 26 July 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

• ‘‘Memorandum’’ the memorandum of the Company currently in force;

• ‘‘SFO’’

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

– 1 –

DEFINITIONS

• ‘‘Share(s)’’

• ‘‘Shareholder(s)’’

• ‘‘Stock Exchange’’

• ‘‘Takeovers Code’’

• ‘‘%’’

ordinary share(s) of HK$0.01 each in the capital of the Company or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

holder(s) of Share(s);

The Stock Exchange of Hong Kong Limited;

the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong; and

per cent.

– 2 –

LETTER FROM THE BOARD

Bortex Global Limited 濠亮環球有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8118)

Executive Directors: Mr. Shiu Kwok Leung (Chairman) Mr. Shao Xu Hua (Chief Executive Officer) Mr. Yuen Lai Him

Independent Non-executive Directors: Mr. Wong Ting Kon Ms. Cheng Ka Yan Mr. Cheng Hok Ming Albert

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

Head Office and Principal Place of Business in Hong Kong: Flat A, 11/F King Palace Plaza 55 King Yip Street Kwun Tong Kowloon, Hong Kong

30 July 2021

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE DIRECTORS OF THE COMPANY AND

NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the 2021 AGM for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the number of issued Shares repurchased by the Company under the Buyback Mandate; and (iv) the re-election of the Director.

• For identification purposes only

– 3 –

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 15 October 2020, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Up to the Latest Practicable Date, such mandates have not been used and, if not used by the date of the 2021 AGM, will lapse at the conclusion of the 2021 AGM.

Ordinary resolutions will be proposed at the 2021 AGM to approve the granting of new general mandates to the Directors:

• (a) to purchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, not exceeding 10% of the total number of issued Shares as at the date of passing such resolution (i.e. not exceeding 50,000,000 Shares on the basis that the existing issued share capital of the Company of 500,000,000 Shares remains unchanged as at the date of the 2021 AGM) (the ‘‘Buyback Mandate’’);

• (b) to allot, issue or deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing such resolution (i.e. not exceeding 100,000,000 Shares on the basis that the existing issued share capital of the Company of 500,000,000 Shares remains unchanged as at the date of the 2021 AGM) (the ‘‘Issuance Mandate’’); and

• (c) to extend the Issuance Mandate by an amount representing the number of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the 2021 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 7 and 8 of the notice of the 2021 AGM as set out on pages 14 to 18 of this circular.

In accordance with the requirements of the GEM Listing Rules, the Company shall send to Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the GEM Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

3. PROPOSED RE-ELECTION OF THE DIRECTORS

According to Article 84 of the Articles of Association, Mr. Shao Xu Hua and Mr. Cheng Hok Ming Albert shall hold office until the 2021 AGM whereas according to Article 83(3) of the Articles of Association, Ms. Cheng Ka Yan, who was appointed by the Board as an independent non-executive Director on 30 December 2020 shall hold office until the 2021 AGM. All of the above three Directors are eligible for re-election at the 2021 AGM.

– 4 –

LETTER FROM THE BOARD

The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board Diversity Policy and Director Nomination Policy and the Company’s corporate strategy and the independence of the independent non-executive Directors.

Ms. Cheng Ka Yan and Mr. Cheng Hok Ming Albert, the retiring independent nonexecutive Directors, have confirmed their independence with reference to the factors set out in the Listing Rules. Ms. Cheng Ka Yan and Mr. Cheng Hok Ming Albert also demonstrate the ability to provide an independent, balanced and objective view to the Company’s matters. The Nomination Committee and the Board thus considered that the retiring independent nonexecutive Directors are independent in accordance with the independence guidelines set out in the Listing Rules.

Besides, the Nomination Committee and the Board believed that the extensive business experience and project management knowledge of Mr. Shao Xu Hua, Ms. Cheng Ka Yan and Mr. Cheng Hok Ming Albert will continue to make contribution to the Board and are satisfied with all the retiring Directors’ contribution to the Company, which will continue to bring valuable business experience and knowledge to the Board for its efficient and effective functioning and diversity. The Nomination Committee and the Board therefore recommended the re-election of all the retiring Directors, including the aforesaid independent non-executive Directors, who are due to retire at the 2021 AGM.

Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of the GEM Listing Rules of any director(s) proposed to be re-elected or proposed new director(s) in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the above Directors are set out in Appendix II to this circular.

4. 2021 AGM AND PROXY ARRANGEMENT

The notice of the 2021 AGM is set out on pages 14 to 18 of this circular. At the 2021 AGM, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Buyback Mandate and the re-election of the Directors.

Pursuant to the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2021 AGM. An announcement on the poll vote results will be made by the Company after the 2021 AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

A form of proxy for use at the 2021 AGM is enclosed with this circular and such form of proxy is also published on the websites of GEM (www.hkgem.com) and the Company (www.bortex.com.cn). Whether or not you are able to attend the 2021 AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it,

– 5 –

LETTER FROM THE BOARD

together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the 2021 AGM (i.e. not later than 11:00 a.m. on Tuesday, 5 October 2021) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2021 AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.

5. RECOMMENDATION

The Directors consider that the granting of the Buyback Mandate, the granting/extension of the Issuance Mandate and the re-election of the Directors are in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the 2021 AGM.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I — Explanatory Statement on the Buyback Mandate; and Appendix II — Details of the Directors Proposed to be Re-elected at the 2021 AGM.

7. RESPONSIBILITY STATEMENT

This circular, 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 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 herein or this document misleading.

Yours faithfully, By order of the Board Bortex Global Limited Shiu Kwok Leung Chairman

– 6 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The following is an explanatory statement required by the GEM Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2021 AGM in relation to the granting of the Buyback Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Buyback Mandate is in the interests of the Company, the Group and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 500,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 7 of the notice of the 2021 AGM in respect of the granting of the Buyback Mandate and on the basis that the total number of issued Shares remains unchanged as at the date of the 2021 AGM, i.e. being 500,000,000 Shares, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, 50,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the 2021 AGM.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company’s internal resources, which shall be funds legally available for such purposes in accordance with the Company’s Memorandum and Articles of Association, the GEM Listing Rules, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 30 April 2021) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time befitting the Company.

– 7 –

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Buyback Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Real Charm Corp, a company wholly-owned by Mr. Shiu Kwok Leung (the Chairman of the Company), was interested in 234,000,000 Shares, representing approximately 46.80% of the total issued share capital of the Company.

On the basis that (i) the total number of issued Shares (being 500,000,000 Shares) remains unchanged as at the date of the 2021 AGM, and (ii) the shareholding of Real Charm Corp (being 234,000,000 Shares) in the Company remains unchanged immediately after the full exercise of the Buyback Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the 2021 AGM, the shareholding interest of Real Charm Corp in the Company would be increased to approximately 52.00% of the total issued share capital of the Company. Such increase may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no intention to exercise the Buyback Mandate to such extent as would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

In addition, the GEM Listing Rules prohibit a company from making repurchase of shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of the issued Shares would be in public hands. The Directors do not propose to repurchase Shares, which would result in less than the prescribed minimum percentage of Shares in public hands.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the GEM Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the GEM Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Buyback Mandate in accordance with the GEM Listing Rules, the Memorandum and Articles of Association and any applicable laws of the Cayman Islands.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange during each of the following months were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
July	0.430	0.380
August	0.440	0.390
September	0.470	0.420
October	0.455	0.390
November	0.490	0.400
December	0.445	0.400
2021
January	0.440	0.380
February	0.480	0.410
March	0.475	0.420
April	0.460	0.430
May	0.450	0.400
June	0.425	0.355
July (up to the Latest Practicable Date)	0.375	0.250

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous 6 months (whether on the Stock Exchange or otherwise).

– 9 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

APPENDIX II

Pursuant to the GEM Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the 2021 AGM according to the Articles of Association, are provided below.

(1) Mr. Shao Xu Hua

Position and Experience

Mr. Shao Xu Hua (‘‘Mr. Shao’’), aged 41, is one of our founders. Mr. Shao was appointed as an executive Director and the Chief Executive Officer on 18 September 2015 and 30 September 2018 respectively. He has been responsible for the overall management of product design, procurement, production and finance departments. Mr. Shao obtained a Diploma (Night School) in computer science at South China University of Technology in July 2004 and a certificate of completion on MBA Advanced Seminar for Practising Manager (在職經理MBA課程高級研修班) from Higher School of Continuing Education of Sun Yat-Sen University in September 2009. Mr. Shao has about 12 years’ experience in the production and sale of decorative lighting products through his involvement in business of Bortex Industry Co., Ltd and he has a comprehensive understanding to its overall business and different aspects of the business operation. Mr. Shao was a founding shareholder of Bortex Industry Co., Ltd, which is a wholly-owned and principal operating subsidiary of the Company, and has been a director of Bortex Industry Co., Ltd since 2004. Mr. Shao is also a director of Bortex International Limited (a wholly-owned subsidiary of the Company).

Mr. Shao has not held other directorships in the last three years in public companies the securities of which are listed on any securities markets in Hong Kong or overseas.

Length of service and director’s emoluments

Pursuant to the existing service agreement entered into between Mr. Shao and the Company, his current term of office is 2 years from 16 November 2019. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Pursuant to the said service agreement, Mr. Shao is entitled to receive a monthly remuneration of HK$56,250, which is subject to adjustment at a rate to be determined at the discretion of the Board. In addition, Mr. Shao is entitled to a bonus of such amount to be decided by the Board based on the results of the Group and his individual performance. Mr. Shao is also eligible to participate in the share option scheme of the Company.

Relationships and interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Shao was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporation pursuant to Part XV of the SFO; and Mr. Shao does not have

– 10 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

APPENDIX II

any relationships with any other Directors, senior management, substantial Shareholders (as defined in the GEM Listing Rules), or controlling Shareholders (as defined in the GEM Listing Rules) of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Shao to be disclosed pursuant to any of the requirements under paragraphs 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules; and there are no other matters concerning Mr. Shao that need to be brought to the attention of the Shareholders.

(2) Mr. Cheng Hok Ming Albert

Position and Experience

Mr. Cheng Hok Ming Albert (‘‘Mr. Cheng’’), aged 59, was appointed as an independent non-executive Director on 24 October 2017. He is also the chairman of the Remuneration Committee, and a member of each of the Audit Committee and Nomination Committee of the Company. Mr. Cheng was an independent non-executive director of PacMos Technologies Holdings Limited (now known as PacRay International Limited, stock code: 1010), a company listed on the Stock Exchange, from 30 September 2004 to 27 November 2014.

Mr. Cheng attended secondary education in Hong Kong and he entered for the Hong Kong Certificate of Education Examination and received the respective result in August 1979. He is a fellow member of the Hong Kong Institute of Directors and has extensive experience in the accounting, financing and consulting industries. Mr. Cheng has been an executive director and chairman of the board of directors of Gold Profit Services Limited, a consulting company principally engaged in providing corporate advisory services including taxation and accountancy services for over 30 years since 1987.

Mr. Cheng has not held other directorships in the last three years in public companies the securities of which are listed on any securities markets in Hong Kong or overseas.

Length of service and director’s emoluments

Pursuant to the existing letter of appointment issued by the Company to Mr. Cheng, his current term of office is 2 years from 16 November 2019. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Mr. Cheng is entitled to receive an annual director’s fee of HK$120,000. The above emoluments of Mr. Cheng are recommended by the Company’s Remuneration Committee and determined by the Board by reference to his qualification, experience, level of responsibilities undertaken and prevailing market conditions.

– 11 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

APPENDIX II

Relationships and interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Cheng was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporation pursuant to Part XV of the SFO; and Mr. Cheng does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the GEM Listing Rules), or controlling Shareholders (as defined in the GEM Listing Rules) of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Cheng to be disclosed pursuant to any of the requirements under paragraphs 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules; and there are no other matters concerning Mr. Cheng that need to be brought to the attention of the Shareholders.

(3) Ms. Cheng Ka Yan

Position and Experience

Ms. Cheng Ka Yan (‘‘Ms. Cheng’’), aged 36, was appointed as an independent nonexecutive Director on 30 December 2020. Ms. Cheng is also a member of the Audit Committee of the Company. Ms. Cheng has over 10 years of accumulated working experience in accounting, audit, company secretaryship, corporate finance management and financial reporting. Ms. Cheng is a company secretary of Hong Kong Aerospace Technology Group Limited (stock code: 1725.HK) since 4 June 2021, the securities of which is listed on the Main Board of the Stock Exchange. Ms. Cheng served as the company secretary and financial controller for Hong Kong Casin Holdings Limited from March 2017 to May 2018, which is a fellow subsidiary of Casin Real Estate Development Group Co Ltd (財信地產發展集團股份有限公司) (Stock Code: 838.SZ), the securities of which are listed on The Shenzhen Stock Exchange. Ms. Cheng was the company secretary and financial controller of DIT Group Limited (formerly known as China Minsheng Drawin Technology Group Limited, Stock Code: 726.HK) from May 2016 to April 2017 and the company secretary and accounting manager of Imagi International Holdings Limited (Stock Code: 585.HK) from April 2014 to April 2016, the securities of which are both listed on the Main Board of the Stock Exchange. Before that, Ms. Cheng worked for Deloitte Touche Tohmatsu from July 2010 to January 2014.

Ms. Cheng graduated from The Hong Kong Polytechnic University and obtained a Master’s degree in Corporate Governance in September 2017 and a Bachelor of Business Administration degree in Accountancy in June 2007. She is also a member of The Hong Kong Institute of Chartered Secretaries and The Hong Kong Institute of Certified Public Accountants.

– 12 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

APPENDIX II

Ms. Cheng has not held other directorships in the last three years in public companies the securities of which are listed on any securities markets in Hong Kong or overseas.

Length of service and director’s emoluments

Pursuant to the existing letter of appointment issued by the Company to Ms. Cheng, her current term of office is 2 years from 30 December 2020. She is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Ms. Cheng is entitled to receive an annual director’s fee of HK$120,000. The above emoluments of Ms. Cheng are recommended by the Company’s Remuneration Committee and determined by the Board by reference to her qualification, experience, level of responsibilities undertaken and prevailing market conditions.

Relationships and interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Cheng was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporation pursuant to Part XV of the SFO; and Ms. Cheng does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the GEM Listing Rules), or controlling Shareholders (as defined in the GEM Listing Rules) of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Ms. Cheng to be disclosed pursuant to any of the requirements under paragraphs 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules; and there are no other matters concerning Ms. Cheng that need to be brought to the attention of the Shareholders.

– 13 –

NOTICE OF THE 2021 AGM

Bortex Global Limited 濠亮環球有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8118)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Bortex Global Limited (the ‘‘Company’’) will be held at Conference Room at 3/F, Block A6, Kaida Creative Industry Base, Qiaochang Road, Shishuikou Village, Qiaotou Town, Dongguan City, Guangdong Province, The People’s Republic of China on Thursday, 7 October 2021 at 11:00 a.m. for the following purposes:

1. To consider, adopt and receive the audited consolidated financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 30 April 2021;

2. To re-elect Mr. Shao Xu Hua as an executive director of the Company;

3. To re-elect Mr. Cheng Hok Ming Albert as an independent non-executive director of the Company;

4. To re-elect Ms. Cheng Ka Yan as an independent non-executive director of the Company;

5. To authorize the board of directors of the Company to fix the respective directors’ remuneration;

6. To re-appoint HLB Hodgson Impey Cheng Limited as auditors of the Company and to authorize the board of directors of the Company to fix the auditors’ remuneration;

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• For identification purposes only

– 14 –

NOTICE OF THE 2021 AGM

• (b) the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (c) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.’’;

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of the outstanding conversion rights attaching to any convertible bonds or securities issued by the Company, which are convertible into shares of the Company;

– 15 –

NOTICE OF THE 2021 AGM

• (iii) the exercise of options under a share option scheme of the Company; and

• (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).’’; and

– 16 –

NOTICE OF THE 2021 AGM

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT conditional upon the passing of the resolutions set out in items 7 and 8 of the notice convening this meeting (the ‘‘Notice’’), the general mandate referred to in the resolution set out in item 8 of the Notice be and is hereby extended by the addition to the total number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the total number of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 7 of the Notice, provided that such amount shall not exceed 10% of the total number of the issued shares of the Company in issue as at the date of passing this resolution.’’.

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

Hong Kong, 30 July 2021

Notes:

• a. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• b. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s branch share registrar (i.e. Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong) as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 11:00 a.m. on Tuesday, 5 October 2021) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

• c. To ascertain shareholders’ eligibility to attend and vote at this meeting, the register of members of the Company will be closed from Monday, 4 October 2021 to Thursday, 7 October 2021 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the annual general meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar, Tricor Investor Services Limited (at its address shown in Note b above) for registration no later than 4:30 p.m. on Thursday, 30 September 2021.

• d. References to time and dates in this Notice are to Hong Kong time and dates.

– 17 –

NOTICE OF THE 2021 AGM

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Due to the COVID-19 pandemic, the following precautionary measures will be implemented by the Company at the annual general meeting:

• Compulsory temperature checks

• Completion of health declaration form

• Wearing of surgical face mask

• No provision of refreshments or drinks

• No distribution of corporate gifts

Attendees who do not comply with the precautionary measures may be denied entry into the annual general meeting venue and requested to leave the annual general meeting venue, at the absolute discretion of the Company as permitted by law.

The Company wishes to remind all shareholders that physical attendance in person at the annual general meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the Chairman of the annual general meeting as their proxy to vote on the relevant resolutions at the annual general meeting as an alternative to attending the meeting in person.

– 18 –