Ocean Star Technology Group Limited — AGM Information 2021

Jun 28, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, a licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in My Heart Bodibra Group Limited, you should at once hand this circular 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.

My Heart Bodibra Group Limited 心心芭迪貝伊集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8297)

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 10:30 a.m. on Friday, 13 August 2021 at 1/F., Lok Kui Industrial Building, 6–8 Hung To Road, Kwun Tong, Kowloon, Hong Kong is set out on pages AGM-1 to AGM-4 of this circular. Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event no later than 48 hours before the time appointed for the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending or voting in person at the AGM or any adjourned meeting thereof should you so wish.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and on the website of the Company at www.bodibra.com.

28 June 2021

CHARACTERISTICS OF GEM

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.

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CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I — EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II — BIOGRAPHICAL DETAILS OF DIRECTORS
TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . .	II-1
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

– ii –

DEFINITIONS

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

“AGM”	an annual general meeting of the Company to be	held at
	1/F., Lok Kui Industrial Building, 6–8 Hung To	Road,
	Kwun Tong, Kowloon, Hong Kong on Friday, 13	August
	2021 at 10:30 a.m.
“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors
“close associate(s)”	has the meaning ascribed to it under the GEM	Listing
	Rules
“Company”	My Heart Bodibra Group Limited (心心芭迪貝伊集團有限
	公司), a company incorporated in the Cayman	Islands
	with limited liability, the Shares of which are listed on
	GEM
“controlling shareholder”	has the meaning ascribed to it under the GEM	Listing
	Rules
“core connected person(s)”	has the meaning ascribed to it under the GEM	Listing
	Rules
“Director(s)”	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
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“Issue Mandate”	a general and unconditional mandate proposed	to be
	granted to the Directors to allot, issue and deal with
	Shares not exceeding 20% of the total number of	Shares
	in issue as at the date of passing of the relevant resolution
	granting such mandate

– 1 –

DEFINITIONS

• “Latest Practicable Date” 25 June 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Repurchase Mandate” the general mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” the holder(s) of the issued Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholder” has the meaning ascribed to it under the GEM Listing Rules

• “Takeovers Code” the Code on Takeovers and Mergers as amended from time to time

• “%” per cent.

– 2 –

LETTER FROM THE BOARD

My Heart Bodibra Group Limited 心心芭迪貝伊集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8297)

Executive Directors: Mr. Tam Chak Chi Mr. Xu Xue

Independent Non-executive Directors:

Ms. Yuan Xiaoxi

Registered office: Windward 3 Regatta Office Park P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands

• Mr. Deng Guo Hong

Mr. Tang Yiu Kay

Head office and principal place of business in Hong Kong:

1/F., Lok Kui Industrial Building 6–8 Hung To Road Kwun Tong, Kowloon Hong Kong

28 June 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the AGM and provide you with information in respect of the resolutions to be proposed at the AGM, relating to, among other matters, (i) the granting of general mandates to the Directors for the issue and repurchase of Shares and (ii) the re-election of Directors.

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE NEW SHARES

At the annual general meeting of the Company held on 14 August 2020, ordinary resolutions were passed by the Shareholders to grant general mandates to the Directors to issue Shares and extend the general mandate to allot, issue and deal with Shares by the number of Shares repurchased by the Company. Such mandates will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed that the Directors be granted a general and unconditional mandate to allot, issue and deal with Shares up to a maximum of 20% of the total number of Shares in issue at the date of passing the resolution.

As at the Latest Practicable Date, the total number of Shares in issued is 528,000,000. Subject to the passing of the relevant resolution, assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Issue Mandate, the maximum number of Shares which may be issued under the Issue Mandate will be 105,600,000 Shares.

In addition, a separate resolution will be proposed at the AGM to authorise the Directors to allot, issue and deal with Shares up to an amount equal to the total number of the Shares repurchased under the Repurchase Mandate (if so granted to the Directors at the AGM).

GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 14 August 2020, ordinary resolutions were passed by the Shareholders to grant general mandates to repurchase Shares. Such mandate will lapse at the conclusion of the AGM.

An ordinary resolution will be proposed at the AGM that the Directors be granted the Repurchase Mandate to exercise power of the Company to repurchase Shares up to a maximum of 10% of the total number of Shares in issue as at the date of passing the relevant resolution.

As at the Latest Practicable Date, the total number of Shares in issued is 528,000,000 Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Repurchase Mandate, the maximum number of shares which may be repurchased pursuant to the Repurchase Mandate will be 52,800,000 Shares.

EXPLANATORY STATEMENT

An explanatory statement containing information relating to the Repurchase Mandate, as required by Rule 13.08 of the GEM Listing Rules, is set out in Appendix I to this circular. The information in the explanatory statement is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution relating to the Repurchase Mandate.

– 4 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

In accordance with Article 108(a) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. As such, Mr. Tam Chak Chi, shall retire from office at the AGM and, being eligible, offer himself for re-election.

In accordance with Article 112 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy of the Board or as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. As such, Ms. Yuan Xiaoxi and Mr. Tang Yiu Kay shall retire from office and being eligible, offer themselves for re-election at the AGM.

The biographical details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

For the proposal for re-election of each of Ms. Yuan Xiaoxi and Mr. Tang Yiu Kay as an independent non-executive Director, the Board and the nomination committee of the Board (the “ Nomination Committee ”) have reviewed and assessed the annual confirmation of independence of each of them based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules and formed the view that both of them remain independent. The Board and the Nomination Committee are of the view that each of Ms. Yuan Xiaoxi and Mr. Tang Yiu Kay has demonstrated their ability in providing professional and independent views to the affairs of the Company.

The Nomination Committee has also considered the skills, knowledge and professional experience of the independent non-executive Directors as described in their biographies set out in Appendix II to this circular, with reference to the board diversity policy of the Company and is of the view that Ms. Yuan Xiaoxi and Mr. Tang Yiu Kay possess experience in accounting and audit and management and consultancy aspects respectively which have enabled them to contribute to the diversity of the Board.

AGM

A notice convening the AGM is set out on pages AGM-1 to AGM-4 of this circular.

The resolutions for the Issue Mandate, the Repurchase Mandate and the re-election of Directors will be proposed at the AGM for your consideration and approval. All resolutions proposed at the AGM will be voted on by poll. A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Boardroom Share Registrars

– 5 –

LETTER FROM THE BOARD

(HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event no later than 48 hours before the time appointed for the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending or voting in person at the AGM or any adjourned meeting thereof should you so wish.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the re-election of Directors are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

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 circular misleading.

Yours faithfully, On behalf of the Board My Heart Bodibra Group Limited Tam Chak Chi Executive Director

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

The following is the explanatory statement required to be sent to the Shareholders under the GEM Listing Rules in connection with the proposed Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue is 528,000,000.

Subject to the passing of the ordinary resolution on granting the Repurchase Mandate at the AGM and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 52,800,000 Shares during the course of the period up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders, whichever occurs first.

2. REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company may not repurchase its own shares on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

4. EFFECT OF EXERCISING THE REPURCHASE MANDATE

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 most recent published audited financial statement) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which, in the opinion of the Directors, are from time to time appropriate to the Company.

– I-1 –

EXPLANATORY STATEMENT

APPENDIX I

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge, having made all reasonable enquires, any of their respective close associates has notified the Company of any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company or its subsidiaries.

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the GEM during each of the previous twelve months up to the Latest Practicable Date were as follows:

	Highest	Lowest
	(HK$)	(HK$)
June 2020	0.233	0.185
July 2020	0.211	0.190
August 2020	0.315	0.210
September 2020	0.280	0.225
October 2020	0.380	0.250
November 2020	0.64	0.320
December 2020	0.510	0.350
January 2021	0.660	0.440
February 2021	1.120	0.430
March 2021	1.250	1.020
April 2021	1.280	0.910
May 2021	1.280	1.000
1 June 2021 up to the Latest Practicable Date	1.090	0.940

7. SHARES PURCHASE MADE BY THE COMPANY

No purchases of Shares have been made by the Company (whether on the GEM or otherwise) during the six months preceding the Latest Practicable Date.

8. THE TAKEOVERS CODE

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the

– I-2 –

EXPLANATORY STATEMENT

APPENDIX I

Shareholder’s interests, 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.

As at the Latest Practicable Date, according to the register required to be kept by the Company under Section 336 of the SFO, Global Succeed Group Limited (“ Global Succeed ”) is beneficially interested in 210,000,000 Shares, representing approximately 39.77% of the total number of issued Shares. Global Succeed is owned as to 50% by Mr. Chan Lin So Alan (“ Mr. Chan ”) and as to 50% by Mr. Yiu Koon Pong (“ Mr. Yiu ”) respectively.

As such, each of Mr. Chan and Mr. Yiu is deemed to be interested in the 210,000,000 Shares under the SFO. For the purpose of the Takeovers Code, Global Succeed, Mr. Chan and Mr. Yiu are parties presumed to be acting in concert.

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted at the AGM, then (assuming such shareholdings as at the Latest Practicable Date otherwise remain the same) the interests in the Company of each of Global Succeed, Mr. Chan and Mr. Yiu would be increased to approximately 44.2% of the total number of Shares in issue. Such increase will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchase of Shares under the Repurchase Mandate.

Assuming that there is no change in the number of Shares in issue between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate in whole or in part will result in the aggregate amount of the issued Shares in the public hands falling below the prescribed minimum percentage of 25% as required by the GEM Listing Rules.

The Directors confirm that they currently have no intention to exercise the powers of the Company to make any repurchases of the Shares. In any event, the Directors do not intend to exercise the Repurchase Mandate to an extent which will trigger off the mandatory offer requirement pursuant to the rules of the Takeovers Code or which will result in the amount of Shares held by the public being reduced to less than 25%, the minimum prescribed percentage for the Shares to be held by the public after listing of the Shares on the GEM.

9. CORE CONNECTED PERSON

No core connected person has notified the Company that it has a present intention to sell Shares to the Company or its subsidiaries, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

– I-3 –

BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

The biographical details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:

Ms. Yuan Xiaoxi

Ms. Yuan Xiaoxi (“ Ms. Yuan ”), aged 35, was appointed as an independent non-executive Director in April 2021. Ms. Yuan is the member of each of the audit committee, nomination committee and remuneration committee of the Board.

Ms. Yuan holds a bachelor’s degree of arts from Rutgers, The State University of New Jersey and a master’s degree of accounting from University of Southern California. Ms. Yuan previously worked at PricewaterhouseCoopers and UBS AG Hong Kong Branch. She is currently a responsible officer of Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (Asset Management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) of certain companies. She has over 10 years of experience in portfolio management, financial management and investment strategy.

Save as disclosed above, Ms. Yuan does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date or any other position with the Company or other members of the Group or other major appointments and professional qualifications.

Ms. Yuan does not have any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Yuan does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Ms. Yuan has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 9 April 2021 unless terminated by at least one month’s notice in writing served by either party on the other and is subject to retirement and re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Ms. Yuan is entitled to a monthly fee of HK$10,000, which is determined by the Board, under the recommendation from the Remuneration Committee, with reference to her background, qualification, experience, duties and responsibilities within the Company and the prevailing market conditions.

Save as disclosed above, there are no other matters concerning Ms. Yuan that are required to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules.

– II-1 –

BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mr. Tang Yiu Kay

Mr. Tang Yiu Kay (“ Mr. Tang ”), aged 39, was appointed as an independent non-executive Director in June 2021. Mr. Tang is the chairman of the audit committee and a member of each of the remuneration committee and nomination committee of the Board.

Mr. Tang holds a master degree in financial services and society and a bachelor degree in financial management and accounting. Mr. Tang is currently a practicing member of Hong Kong Institute of Certified Public Accountants and has over 15 years of solid experiences in tax issues, internal control, auditing, financial accounting and business management. Mr. Tang is currently a director of Good Chance CPA Limited. He is primarily responsible for providing consultancy services on tax and audit issues to clients in Hong Kong. Mr. Tang also has professional expertise and extensive experience in financial management and accounting in listed companies in Hong Kong. Mr. Tang has been appointed as an independent non-executive director and chairman of each of the audit committee, the remuneration committee and the nomination committee of China Properties Investment Holdings Limited (Stock Code: 736) with effect from 3 June 2021.

Save as disclosed above, Mr. Tang does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date or any other position with the Company or other members of the Group or other major appointments and professional qualifications.

Mr. Tang does not have any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Tang does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Tang has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 18 June 2021 and thereafter shall continue year to year unless terminated by at least one month’s notice in writing served by either party on the other and is subject to retirement and re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Tang is entitled to a monthly fee of HK$10,000, which is determined by the Board, under the recommendation from the Remuneration Committee, with reference to his background, qualification, experience, duties and responsibilities within the Company and the prevailing market conditions.

Save as disclosed above, there are no other matters concerning Mr. Tang that are required to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules.

– II-2 –

BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mr. Tam Chak Chi

Mr. Tam Chak Chi (“ Mr. Tam ”), aged 44, was appointed as an executive Director in December 2018. Mr. Tam is a member of each of the remuneration committee and nomination committee of the Board. He is also the company secretary and compliance officer of the Company.

Mr. Tam holds a bachelor’s degree of commerce from the University of Toronto. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Taxation Institute of Hong Kong and a member of each of the American Institute of Certified Public Accountants and the Chartered Global Management Accountant. Mr. Tam has more than 15 years of experience in providing accounting, auditing and financial services and has served various senior positions at various private and listed companies. He is currently an independent non-executive director of Wisdom Wealth Resources Investment Holding Group Limited (formerly known as Hong Kong Finance Investment Holding Group Limited) (stock code: 00007), the shares of which are listed on the Main Board of the Stock Exchange. Further, he is currently an independent non-executive director of Wealth Glory Holdings Limited (stock code: 8269) and AL Group Limited (stock code: 8360), the respective shares of which are listed on the GEM of the Stock Exchange, and a financial consultant of various private companies.

Save as disclosed above, Mr. Tam does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date or any other position with the Company or other members of the Group or other major appointments and professional qualifications.

Mr. Tam does not have any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Tam does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Tam has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 11 December 2018 unless terminated by at least one month’s notice in writing served by either party on the other and is subject to retirement and re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Tam is entitled to a director’s fee of HK$50,000 per month, which is determined by the Board, under the recommendation from the Remuneration Committee, with reference to his job complexity, workload, duties and responsibilities within the Company.

Save as disclosed above, there are no other matters concerning Mr. Tam that are required to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules.

– II-3 –

NOTICE OF AGM

My Heart Bodibra Group Limited 心心芭迪貝伊集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8297)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the “ AGM ”) of My Heart Bodibra Group Limited (the “ Company ”) will be held at 10:30 a.m. on Friday, 13 August 2021 at 1/F., Lok Kui Industrial Building, 6–8 Hung To Road, Kwun Tong, Kowloon, Hong Kong for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries, the report of the directors and independent auditor of the Company for the year ended 31 March 2021;

2. (A) To re-elect Ms. Yuan Xiaoxi as a director of the Company (the “ Director ”);

3. (B) To re-elect Mr. Tang Yiu Kay as a Director;

4. (C) To re-elect Mr. Tam Chak Chi as a Director;

5. (D) To authorise the board of directors of the Company to fix the remuneration of the Directors;

6. To re-appoint McMillan Woods (Hong Kong) CPA Limited as auditor of the Company and to authorise the board of directors of the Company to fix its remuneration;

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

1. “ THAT :

2. (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional 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 the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

– AGM-1 –

NOTICE OF AGM

• (c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of warrants to subscribe for shares of the Company or the exercise of options granted under any ordinary share option scheme adopted by the Company; or (iii) an issue of shares of the Company in lieu of whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company (the “ Articles of Association ”), shall not exceed 20% of the total number of shares of the Company in issue as at the date of the passing of this resolution and this approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

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

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

• (3) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Company or the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (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, or the requirements of, any recognized regulatory body or any stock exchange in any territory outside Hong Kong)”;

1. “ THAT :

2. (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its shares on GEM (the “ GEM ”) of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, subject to and in connection with all applicable laws and/or the requirements of the Rules

– AGM-2 –

NOTICE OF AGM

Governing the Listing of Securities on GEM or of any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate number shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the date of 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 expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands, to be held; and

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution”;

• “ THAT conditional upon resolutions nos. 4 and 5 set out in the notice convening this meeting being duly passed, the general mandate granted to the Directors to exercise the powers of the Company to allot and issue shares pursuant to resolution no. 4 set out in the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted 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 of the Company repurchased by the Company under the authority granted pursuant to resolution no. 5 set out in the notice convening this meeting, provided that such an amount shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this resolution.”

By order of the Board My Heart Bodibra Group Limited Tam Chak Chi

Executive Director

Hong Kong, 28 June 2021

– AGM-3 –

NOTICE OF AGM

Registered Office: Windward 3 Regatta Office Park P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands

Head office and principal place of business in Hong Kong: 1/F., Lok Kui Industrial Building 6–8 Hung To Road Kwun Tong, Kowloon Hong Kong

Notes:

1. Any shareholder of the Company entitled to attend and vote at the AGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not to be a shareholder of the Company.

2. For the purposes of determining the Shareholders’ eligibility to attend and vote at the forthcoming Meeting to be held 13 August 2021 (Friday), the transfer books and register of members of the Company will be closed from 10 August 2021 (Tuesday) to 13 August 2021 (Friday), both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the office of the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for registration no later than 4:30 p.m. on 9 August 2021 (Monday).

3. 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 notarially certified copy thereof, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong no later than 48 hours before the time appointed for the AGM (or any adjournment thereof).

4. Completion and delivery of a form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and in such event, the instrument appoint a proxy shall be deemed to be revoked.

5. Where there are joint holders of any shares of the Company, any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled hereto; but if more than one of such joint holders be present at the AGM whether in person or by proxy, that one of the joint holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

6. A form of proxy for use at the AGM is attached herewith.

7. Any voting at the AGM shall be taken by poll.

8. The form of proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

As at the date of this notice, the executive Directors are Mr. Tam Chak Chi and Mr. Xu Xue; and the independent non-executive Directors are Ms. Yuan Xiaoxi, Mr. Deng Guo Hong and Mr. Tang Yiu Kay.

– AGM-4 –