Bortex Global Limited — Interim / Quarterly Report 2021

Mar 16, 2021

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Bortex Global Limited 濠亮環球有限公司 *

(incorporated in the Cayman Islands with limited liability)

Stock Code: 8118

2020 Third Quarterly Report

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

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 Stock 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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this report, 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 report.

This report, for which the directors (the “Directors”) of Bortex Global Limited (the “Company”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange (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 report 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 report misleading.

BORTEX GLOBAL LIMITED / THIRD QUARTERLY REPORT 2020

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CONTENTS

	Page
THIRD QUARTERLY RESULTS
FINANCIAL HIGHLIGHTS	3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF
PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME	4
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY	6
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL INFORMATION	7
MANAGEMENT DISCUSSION AND ANALYSIS	11
CORPORATE GOVERNANCE AND OTHER INFORMATION	14

BORTEX GLOBAL LIMITED / THIRD QUARTERLY REPORT 2020

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THIRD QUARTERLY RESULTS

FINANCIAL HIGHLIGHTS

• Based on the unaudited condensed consolidated financial results of the Group for the nine months ended 31 January 2021, the Group’s revenue for the nine months ended 31 January 2021 was approximately HK$169.5 million, representing an increase of approximately 21.9% as compared to approximately HK$139.0 million for the corresponding period in 2020.

• During the nine months ended 31 January 2021, the Group’s gross profit was approximately HK$49.1 million, representing an increase of approximately 24.3% as compared to approximately HK$39.5 million for the corresponding period in 2020.

• The Group’s profit for the nine months ended 31 January 2021 was approximately HK$21.7 million, representing an increase by approximately HK$5.8 million or 36.5% as compared with the corresponding period in 2020. The net increase in profit for the Period of the Group was mainly attributable to the significant increase in revenue of LED decorative lighting products during the nine months ended 31 January 2021.

• The Board has resolved not to declare an interim dividend for the nine months ended 31 January 2021 (nine months ended 31 January 2020: Nil).

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The board of Directors (the “Board”) announces the unaudited condensed consolidated financial results of the Company and its subsidiaries (collectively, the “Group”) for the nine months ended 31 January 2021 (the “Period”), together with the comparative figures for the corresponding period in 2020, as follows:

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the three months ended 31 January For the nine months ended 31 January 2021 2020 2021 2020 Notes HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited)	For the three months ended 31 January For the nine months ended 31 January 2021 2020 2021 2020 Notes HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited)	For the three months ended 31 January For the nine months ended 31 January 2021 2020 2021 2020 Notes HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited)
Revenue 4 48,316 Cost of sales (34,481)	44,492 169,455 (32,312) (120,387)	138,970 (99,499)
Gross profit 13,835 Other income and gain/(loss) 26 (Provision)/Net reversal of allowance for expected credit loss (871) Selling and distribution expenses (1,053) Administrative expenses (3,173) Finance costs (506)	12,180 49,068 271 (401) 504 (814) (753) (2,966) (5,653) (14,818) (109) (1,450)	39,471 1,569 (207) (2,554) (17,717) (407)
Profit before taxation 5 8,258 Taxation 7 (1,992)	6,440 28,619 (1,665) (6,946)	20,155 (4,302)
Profit for theperiod 6,266	4,775 21,673	15,853
Other comprehensive income/(loss) for the period, net of tax Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations 3,024	824 7,539	(2,808)
Other comprehensive income/ (loss) for theperiod, net of tax 3,024	824 7,539	(2,808)
Total comprehensive income for the period 9,290	5,599 29,212	13,045

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		For the three months	For the three months	For the nine months	For the nine months
		ended 31	January	ended 31	January
		2021	2020	2021	2020
	Notes	HK$’000	HK$’000	HK$’000	HK$’000
		(unaudited)	(unaudited)	(unaudited)	(unaudited)
Profit for the period attributable
to equity owners of the Company		6,266	4,775	21,673	15,853
Total comprehensive income
for the period attributable to
equity owners of the Company		9,290	5,599	29,212	13,045
Earnings per share attributable
to equity owners of the Company
Basic and diluted (HK cents)	8	1.25	0.96	4.33	3.17

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UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the nine months ended 31 January 2021

	Share	Share	Statutory	Translation	Other	Retained
	capital	premium	reserve	reserve	reserve	earnings	Total
	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000
At 30 April 2019 and
1 May 2019 (audited)	5,000	41,901	1,223	153	1	75,076	123,354
Profit for the period	–	–	–	–	–	15,853	15,853
Exchange differences on translation
of foreign operation	–	–	–	(2,808)	–	–	(2,808)
Total comprehensive (loss)/profit
for the period	–	–	–	(2,808)	–	15,853	13,045
Transfer to statutory reserve	–	–	639	–	–	(639)	–
At 31 January 2020 (unaudited)	5,000	41,901	1,862	(2,655)	1	90,290	136,399
At 30 April 2020 and
1 May 2020 (audited)	5,000	41,901	2,329	(4,826)	1	92,474	136,879
Profit for the period	–	–	–	–	–	21,673	21,673
Exchange differences on translation
of foreign operation	–	–	–	7,539	–	–	7,539
Total comprehensive income
for the period	–	–	–	7,539	–	21,673	29,212
Transfer to statutory reserve	–	–	1,357	–	–	(1,357)	–
At 31 January 2021 (unaudited)	5,000	41,901	3,686	2,713	1	112,790	166,091

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL INFORMATION

1. GENERAL INFORMATION

The Company was incorporated in Cayman Islands as an exempted company with limited liability on 30 January 2014 under the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The Company’s registered office is located at the office of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. The principal place of business of the Company in Hong Kong is located at Flat A, 11th Floor, King Palace Plaza, 55 King Yip Street, Kwun Tong, Kowloon, Hong Kong.

The Company’s issued shares have been listed on GEM of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) since 16 November 2017 (the “Listing Date”).

The Company is an investment company. The Group is principally engaged in trading and manufacturing of LED lighting products.

The financial information are presented in Hong Kong dollars (“HK$”) is also the reporting currency of the Company and all values are rounded to the nearest thousand except otherwise indicated.

2. BASIS OF PREPARATION

The unaudited condensed consolidated financial statements of the Group for the nine months ended 31 January 2021 have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and the applicable disclosure requirements of the GEM Listing Rules.

The unaudited condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements of the Group for the year ended 30 April 2020. The accounting policies used in the preparation of the unaudited condensed consolidated financial statements are consistent with those adopted in the annual consolidated financial statements of the Group for the year ended 30 April 2020.

As at the date of authorisation of these unaudited condensed consolidated financial statements, HKICPA has issued a number of new and amended HKFRSs. For those which are effective for accounting period beginning on 1 May 2020, the adoption of these new and amended HKFRSs had no material impact on how the results and financial position of the Group for the current or prior accounting periods have been prepared and presented. The Group elected to early adopt the Amendment to HKFRS 16 “COVID-19-Related Rent Concessions” which is effective for annual reporting periods beginning on or after 1 June 2020. Except this, the Group has not early adopted any new and amended HKFRSs that are relevant to the Group have been issued but are not yet effective for the current accounting period. The unaudited condensed consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at fair values at the end of each reporting period as explained in the accounting policies set out in the annual consolidated financial statements of the Group for the year ended 30 April 2020.

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The preparation of the unaudited condensed consolidated financial statements in conformity with HKFRSs requires the use of certain critical accounting estimates. It also requires the management to exercise its judgement in the process of applying the accounting policies of the Group. The unaudited condensed consolidated financial statements have not been audited by the Company’s auditors, but have been reviewed by the Company’s audit committee (the “Audit Committee”) and were approved for issue by the Board on 15 March 2021.

3. SEGMENT REPORTING

An operating segment is a component of the Group that is engaged in business activities from which the Group may earn revenue and incur expenses, and is identified on the basis of the internal management reporting information that is provided to and regularly reviewed by the Group’s chief operating decision maker in order to allocate resources and assess performance of the segment. During the nine months ended 31 January 2021, the information reported to the executive Directors, who are the chief operating decision makers for the purpose of resource allocation and assessment of performance, do not contain profit or loss information of each product line or geographical area and the executive Directors reviewed the financial result of the Group as a whole report under HKFRSs. Therefore, the executive Directors have determined that the Group has only one single business component/reportable segment as the Group is only engaged in designing, manufacturing and trading of LED lighting products. The executive Directors allocate resources and assess performance on an aggregate basis. Accordingly, no operating segment is presented.

Geographical information

The Group’s revenue from external customers is divided into the following geographical areas:

	For the three months	For the three months	For the nine months	For the nine months
	ended 31	January	ended 31	January
	2021	2020	2021	2020
	HK$’000	HK$’000	HK$’000	HK$’000
	(unaudited)	(unaudited)	(unaudited)	(unaudited)
Canada	–	14	33,934	22,801
The US	125	1,210	16,827	8,532
The PRC, excluding Hong Kong	30,924	38,260	52,733	51,442
Hong Kong	12,325	2,154	44,553	46,381
Others_(note)_	4,942	2,854	21,408	9,814
	48,316	44,492	169,455	138,970

Note: Others include Japan, Italy, South Africa, Philippines and India.

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4. REVENUE

Revenue, which is also the Group’s turnover, represent the revenue generated by trading and manufacturing of LED decorative lighting products and LED luminaire lighting products, net of return, discounts and sales related taxes, during the nine months ended 31 January 2021 and 2020.

	For the three months For the nine months	For the three months For the nine months	For the three months For the nine months
	ended 31	January ended 31	January
	2021	2020 2021	2020
	HK$’000	HK$’000 HK$’000	HK$’000
	(unaudited)	(unaudited) (unaudited)	(unaudited)
LED decorative lighting LED luminaire lighting	26,207 22,109	12,631 132,491 31,861 36,964	90,630 48,340
	48,316	44,492 169,455	138,970
PROFIT BEFORE TAXATION
	For the three months For the nine months
	ended 31	January ended 31	January
	2021	2020 2021	2020
	HK$’000	HK$’000 HK$’000	HK$’000
	(unaudited)	(unaudited) (unaudited)	(unaudited)
Profit for the period has been arrived
at after charging:
Auditors’ remuneration	750	– 950	400
Cost of inventories recognised as
an expense	34,481	32,312 120,387	99,499
Depreciation of property, plant
and equipment	736	688 2,125	2,108
Employee benefit expenses
(including directors’ emoluments)	5,943	3,728 19,802	15,228
Provision/(Net reversal) of allowance for
expected credit losses	871	(504) 814	207
Foreign exchange (gains)/losses	(856)	133 (574)	463
Research and development expenses	20	5 90	35

5. PROFIT BEFORE TAXATION

6. DIVIDENDS

The Directors of the Company have determined that no dividend will be paid in respect of the reporting period (nine months ended 31 January 2020: nil).

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7. TAXATION

For the three months ended 31 January For the nine months ended 31 January 2021 2020 2021 2020 HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited)	For the three months ended 31 January For the nine months ended 31 January 2021 2020 2021 2020 HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited)	For the three months ended 31 January For the nine months ended 31 January 2021 2020 2021 2020 HK$’000 HK$’000 HK$’000 HK$’000 (unaudited) (unaudited) (unaudited) (unaudited)
Current tax expenses/(credits): The PRC 1,448 Hong Kong 773	1,310 4,523 307 2,618	1,597 2,751
2,221 Deferred tax (229)	1,617 7,141 48 (195)	4,348 (46)
Total taxation 1,992	1,665 6,946	4,302

Hong Kong Profits Tax

On 21 March 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (no. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on 28 March 2018 and was gazette on the following day. Under the two-tiered profits tax rates regime, the first HK$2,000,000 of assessable profits of qualifying corporations will be taxed at 8.25%, and assessable profits above HK$2,000,000 will be taxed at 16.5%. The assessable profits of corporations not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.

The PRC

Under the PRC Enterprise Income Tax Law (the “EIT Law”) and Implementation Regulations of the EIT Law, the tax rate of a PRC subsidiary is 25% during the reporting period.

8. EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY OWNERS OF THE COMPANY

	For the three months	For the three months	For the nine months	For the nine months
	ended 31	January	ended 31	January
	2021	2020	2021	2020
	HK$’000	HK$’000	HK$’000	HK$’000
	(unaudited)	(unaudited)	(unaudited)	(unaudited)
Earnings
Earnings for the purposes of basic and
diluted earnings per share, profit
for the period attributable to equity
owners of the Company	6,266	4,775	21,673	15,853
Number of shares	’000	’000	’000	’000
Weighted average number of ordinary
shares for the purpose of basic and
diluted earnings per share	500,000	500,000	500,000	500,000

9. CAPITAL COMMITMENTS

As at 31 January 2021, the Group has no commitment (as at 30 April 2020: nil) in respect of the acquisition of property, plant and equipment contracted for but not provided in the reporting period.

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MANAGEMENT DISCUSSION AND ANALYSIS

Business Review

During the nine months ended 31 January 2021, the global economy continued to be affected by the outbreak of the COVID-19 pandemic (the “Pandemic”). The Pandemic seriously affects the North America and Asia markets. Some of the Group’s customers in these markets cancelled or delayed their orders due to the uncertain economic environment. Notwithstanding the cancellation of the sales order, the Group strives to maintain a friendly relationship with the customers to keep itself abreast of their business development. As a result, some deferred orders have been confirmed and delivered during the nine months ended 31 January 2021. The Group’s revenue for the nine months ended 31 January 2021 is approximately HK$169.5 million, representing an increase of approximately HK$30.5 million or 21.9% as compared to the corresponding period in 2020. The increase in revenue was mainly attributable to the significant increase in revenue of LED decorative lighting products of approximately HK$41.9 million or 46.2% which was off-set by the significant decrease in revenue of LED luminaire lighting products of approximately HK$11.3 million or 23.4%.

Due to the Pandemic, the commencement of the Group’s new production line in Phnom Penh, Cambodia was delayed to second half of year 2020. The production line was set up through Qualified Investment Project application to make use of the tax benefits for the import of raw materials, semi-products and machinery from China to Cambodia as well as for the export of the lighting products to the US. With the tax benefits for the export to the US, the Group has put its marketing effort to procure potential customers in the US and broaden its customer base.

Prospect

Under the haze of the Pandemic, most of the countries have imposed stringent border control policy to avoid further spreading of the Pandemic and travellers are required to quarantine for a specific time period on their arrival. This poses extreme challenges for the Company to develop the business relationship worldwide. The Group will continue to adopt prudent and risk balancing management approach in the coming years. Leveraging on the tax benefits available to the Group from the new production line in Phnom Penh, Cambodia, the management believes that the Group’s competitiveness will be enhanced and the export sales to North America will become more stable under the effects of Sino-US trade conflict. The Group’s sales team has commenced promoting the Group’s new production line in Cambodia to its customers in the US during the first half of calendar year 2020. The Group also plans to participate in exhibitions worldwide in the coming years.

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Financial review

Revenue

Revenue from LED decorative lighting products

During the nine months ended 31 January 2021, the Group’s revenue from LED decorative lighting products was approximately HK$132.5 million, representing a significant increase of approximately HK$41.9 million or 46.2% as compared to the corresponding period in 2020 (nine months ended 31 January 2020: HK$90.6 million). The increase was mainly attributable to the increase in sales of LED decorative lighting products to the US and Canada customers.

Revenue from LED luminaire lighting products

During the nine months ended 31 January 2021, the Group’s revenue from LED luminaire lighting products was approximately HK$37.0 million, representing a decrease of approximately HK$11.3 million or 23.4% as compared to the corresponding period in 2020 (nine months ended 31 January 2020: HK$48.3 million). The decrease was mainly due to the decrease in sales of LED luminaire lighting products to the PRC customers.

Cost of sales

The Group’s cost of sales increased by approximately HK$20.9 million or 21.0% from approximately HK$99.5 million for the nine months ended 31 January 2020 to approximately HK$120.4 million for the nine months ended 31 January 2021. The increase in cost of sales was in line with the increase in the Group’s total revenue.

Gross profit and gross profit margin

The Group’s gross profit for the nine months ended 31 January 2021 was approximately HK$49.1 million (nine months ended 31 January 2020: approximately HK$39.5 million), representing an increase of approximately 24.3% as compared to the corresponding period in 2020. The overall gross profit margin remained relatively stable at approximately 29.0% for the nine months ended 31 January 2021 (nine months ended 31 January 2020: 28.4%).

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Selling and distribution expenses

The Group’s selling and distribution expenses increased by approximately HK$0.4 million or 15.4% from approximately HK$2.6 million for the nine months ended 31 January 2020 to approximately HK$3.0 million for the nine months ended 31 January 2021. The increase of selling expenses was mainly due to the increase in staff costs during the nine months ended 31 January 2021.

Administrative expenses

The Group’s administrative expenses decreased by approximately HK$2.9 million or 16.4% from approximately HK$17.7 million for the nine months ended 31 January 2020 to approximately HK$14.8 million for the nine months ended 31 January 2021. The decrease was mainly attributable to the decrease in travelling expenses and legal and professional expenses during the nine months ended 31 January 2021 as compared to the corresponding period in 2020.

Finance costs

The Group’s finance costs increased significantly by approximately HK$1.1 million or 275.0% from approximately HK$0.4 million for the nine months ended 31 January 2020 to approximately HK$1.5 million for the nine months ended 31 January 2021. The significant increase was mainly due to the increase in average balance of bank borrowings and the increase in interest on lease liabilities during the period.

Profit for the Period

The Group’s profit for the Period was approximately HK$21.7 million, representing an increase by approximately HK$5.8 million or 36.5% as compared to the corresponding period in 2020. The net increase in profit for the Period of the Group was mainly attributable to the increase in revenue during the nine months ended 31 January 2021.

Dividend

The Board has resolved not to declare an interim dividend for the nine months ended 31 January 2021.

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CORPORATE GOVERNANCE AND OTHER INFORMATION

Disclosure of Interests

Directors’ and Chief Executives’ Interests and Short Positions in the Shares, the Underlying Shares or Debentures of the Company

As at 31 January 2021, the interests and short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”)) which were required to be recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or which were required, pursuant to the required standard of dealings by directors of listed issuer as referred to in Rule 5.46 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange, were as follows:

Long position in ordinary shares of the Company

			Approximate
			percentage+of
	Capacity/nature of		shareholding in
Name of Director	interest	Number of shares	the Company
Mr. Shiu Kwok Leung	Interest of controlled	234,000,000	46.8%
	corporation	(Note 1)
Mr. Yuen Lai Him	Interest of spouse	30,000,000	6.0%
		(Note 2)
Notes:

1. These shares are held by Real Charm Corp, which is wholly and beneficially owned by Mr. Shiu Kwok Leung. Accordingly, Mr. Shiu Kwok Leung is deemed to be interested in these shares of the Company pursuant to Part XV of the SFO.

2. Mr. Yuen Lai Him is deemed to be interested in these shares of the Company through the interest of his spouse, Ms. Giang Maryanne Phung-van.

3. • The percentage represents the number of ordinary shares involved divided by the number of issued shares of the Company as at 31 January 2021.

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Save as disclosed above, as at 31 January 2021, none of the Directors nor the chief executives 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 recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or which were required, pursuant to the required standard of dealings by directors of listed issuer as referred to in Rule 5.46 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange.

Substantial Shareholders’ Interests and Short Positions in the Shares, the Underlying Shares or Debentures of the Company

As at 31 January 2021, the following parties (other than the Directors or the chief executives of the Company) had interests of 5% or more in the shares of the Company as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO:

Long position in ordinary shares of the Company

			Approximate
			percentage+of
	Capacity/nature of		shareholding in
Name of shareholder	interest	Number of shares	the Company
Real Charm Corp	Beneficial owner	234,000,000	46.8%
		(Note 1)
Ms. Chung Yu Chun	Interest of spouse	234,000,000	46.8%
		(Note 2)
Multi Tech Creation	Beneficial owner	30,000,000	6.0%
Limited		(Note 3)
Ms. Giang Maryanne	Interest of controlled	30,000,000	6.0%
Phung-van	corporation	(Note 3)

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Notes:

1. The above interest of Real Charm Corp was also disclosed as the interest of Mr. Shiu Kwok Leung in the above section headed “Directors’ and Chief Executives’ Interests and Short Positions in the Shares, the Underlying Shares or Debentures of the Company”.

2. Ms. Chung Yu Chun is deemed to be interested in these shares of the Company through the interest of her spouse, Mr. Shiu Kwok Leung.

3. These shares are held by Multi Tech Creation Limited, which is wholly and beneficially owned by Ms. Giang Maryanne Phung-van, spouse of Mr. Yuen Lai Him. The above interest of Ms. Giang Maryanne Phung-van was also disclosed as the interest of Mr. Yuen Lai Him in the above section headed “Directors’ and Chief Executives’ Interests and Short Positions in the Shares, the Underlying Shares or Debentures of the Company”.

4. • The percentage represents the number of ordinary shares involved divided by the number of issued shares of the Company as at 31 January 2021.

Save as disclosed above, as at 31 January 2021, the Company was not aware of any other person (other than the Directors or chief executives of the Company) who had an interest or short position in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO.

Competing and Conflict of Interests

The Directors are not aware of any business or interest of the Directors nor the controlling shareholders of the Company nor any of their respective close associates (as defined in the GEM Listing Rules) that compete or may compete with the business of the Company and any other conflicts of interest which any such person has or may have with the Group during the nine months ended 31 January 2021.

None of the Directors, the controlling shareholders or substantial shareholders of the Company or any of their respective close associates has engaged in or has interest in any business that competes or may compete, either directly or indirectly, with the businesses of the Group, as defined in the GEM Listing Rules, or has any other conflict of interests with the Group during the nine months ended 31 January 2021.

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Interests of the Compliance Adviser

In accordance with Rule 6A.19 of the GEM Listing Rules, the Company has appointed Ample Capital Limited to be the compliance adviser until 29 July 2020, being the date on which the Company sent to the Shareholders a copy of the Directors report and the consolidated financial statements in respect of its financial results for the second full financial year commencing after the date its listing. As notified by Ample Capital Limited, as at 29 July 2020, being the last day of its appointment as the Company’s compliance adviser, neither Ample Capital Limited, its directors, employees and close associates had any interest in relation to the Group which is required to be notified to the Group pursuant to Rule 6A.32 of the GEM Listing Rules.

Purchase, Sales or Redemption of the Company’s Listed Securities

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s listed securities during the nine months end 31 January 2021.

Corporate Governance Practice

The Company is committed to achieving and maintaining high standards of corporate governance, as the Board believes that good and effective corporate governance practices are key to obtaining and maintaining the trust of the shareholders of the Company and other stakeholders, and are essential for encouraging accountability and transparency so as to sustain the success of the Group and to create long-term value for the shareholders of the Company.

The Company has applied the principles as set out in the Corporate Governance Code (the “CG Code”) set out in Appendix 15 to the GEM Listing Rules. The Board considers that the Company has complied with the CG Code during the nine months ended 31 January 2021.

Directors’ Securities Transactions

The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct regarding Directors’ securities transactions in the Company. Having made specific enquiry of all Directors, all Directors confirmed that they have complied with the required standard of dealings and there was no event of noncompliance during the nine months ended 31 January 2021.

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Share Option Scheme

The purpose of the share option scheme is to enable the Company to grant options to any director, employee, adviser, consultant, agent, contractors, supplier, customer and/or such other person, who in the sole discretion of the Board has contributed or may contribute to the Group. The Group has conditionally adopted a share option scheme (the “Share Option Scheme”) on 24 October 2017 which has become effective on 16 November 2017 and, unless otherwise cancelled or amended, would remain in force for 10 years from 16 November 2017.

No share option has been granted by the Company under the Share Option Scheme since its adoption.

Audit Committee

The audit committee of the Company (the “Audit Committee”) was established on 24 October 2017. The Audit Committee consists of three members, namely, Mr. Wong Ting Kon (Chairman), Ms. Cheng Ka Yan and Mr. Cheng Hok Ming Albert, all being independent nonexecutive Directors. The primary duties of the Audit Committee are to review the Company’s financial information and reporting process, risk management and internal control systems, relationship with external auditors and arrangements for employees of the Group to raise concerns about possible improprieties in financial reporting, internal control or other matters of the Company.

The Audit Committee has reviewed the unaudited condensed consolidated financial statements of the Group for the nine months ended 31 January 2021.

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

Hong Kong, 15 March 2021

As at the date of this report, the executive Directors are Mr. Shiu Kwok Leung, Mr. Shao Xu Hua and Mr. Yuen Lai Him; and the independent non-executive Directors are Mr. Wong Ting Kon, Ms. Cheng Ka Yan and Mr. Cheng Hok Ming Albert.

This report will remain on the “Latest Listed Company Information” page of the GEM website at “www.hkgem.com ” for at least seven days from the date of its publication and on the Company’s website at “www.bortex.com.cn ”.

BORTEX GLOBAL LIMITED / THIRD QUARTERLY REPORT 2020

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