Bright Future Technology : (1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS, (2) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND (3) NOTICE OF ANNUAL GENERAL MEETING

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 Bright Future Technology Holdings 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 or transfer 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.

Bright Future Technology Holdings Limited 輝煌明天科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1351)

• (1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS,

• (2) PROPOSED GRANTING OF GENERAL MANDATES TO

ISSUE SHARES AND REPURCHASE SHARES

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Bright Future Technology Holdings Limited (the "Company") to be held at No. F201-F203, 2/F., Zhen Ye Tong Chuang Hui, Qian Hai Lu, Nanshan District, Shenzhen, Guangdong Province, China on Friday, 21 May 2021 at 2:00 p.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.btomorrow.cn). Whether or not you are able to attend the annual general meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong 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 annual general meeting (i.e. not later than 2:00 p.m. on Wednesday, 19 May 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the annual general meeting if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING ("AGM")

Please refer to page 1 of this circular for the measures to be implemented at the AGM to safeguard the health and safety of the attendees and to prevent the spread of the COVID-19 pandemic, including but without limitation to the following:

• • compulsory body temperature check

• • compulsory wearing of surgical face mask at all times at the venue of the AGM

• • no distribution of corporate gifts and no serving of refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue or be required to leave the AGM venue. The Company reminds all Shareholders that physical attendance in person at the AGM is NOT necessary for the purpose of exercising voting rights and would like to encourage Shareholders to appoint the chairman of AGM as their proxy to vote on the relevant resolutions at the AGM, instead of attending the AGM in person.

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

31 March 2021

CONTENTS
Page
Precautionary Measures for the Annual General Meeting .........................	1
Definitions ..........................................................	2
Letter from the Board

1.	4
2.	5
3.	5
4.	5
5.	Annual General Meeting and Proxy Arrangement ........................	6
6.	Responsibility Statement ........................................	6
7.	Recommendation .............................................	6
8.	General ....................................................	6
9.	Miscellaneous ...............................................	7
Appendix I
8
Appendix II	14
17

Introduction .................................................

Proposed Re-election of Retiring Directors ............................

Proposed Granting of General Mandate to Issue Shares ....................

Proposed Granting of General Mandate to Repurchase Shares ...............

• - Details of the Retiring Directors Proposed to be Re-elected at the Annual

  General Meeting ........................................

• - Explanatory Statement on the Repurchase Mandate .................

Notice of Annual General Meeting .........................................

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic, the Company will implement necessary preventive measures at the AGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including but without limitation to the following:

• (i) compulsory body temperature check will be conducted on every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.2 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;

• (ii) each attendee is required to prepare his/her own surgical face mask and wear the same inside the AGM venue at all times, and to maintain a safe distance between seats; and

• (iii) no corporate gifts will be distributed and no refreshments will be served.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all attendees' health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form, which can also be downloaded from the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.btomorrow.cn), is attached to this circular. In order to be valid, the signed and completed proxy form must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for holding the AGM or the adjourned meeting (as the case may be). If you are not a registered Shareholder (i.e., if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

DEFINITIONS

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

"AGM"

the annual general meeting of the Company to be held at No. F201-F203, 2/F., Zhen Ye Tong Chuang Hui, Qian Hai Lu, Nanshan District, Shenzhen, Guangdong Province, China on Friday, 21 May 2021 at 2:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of annual general meeting which is set out on pages 17 to 21 of this circular, or any adjournment thereof

"Board"

the board of Directors

"China" or "the PRC"

the People's Republic of China excluding, for the purpose of this circular, Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan

"Company"

Bright Future Technology Holdings Limited (輝煌明天科技控股有 限公司), an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

"COVID-19"

"Director(s)"

"Group"

novel coronavirus disease 2019 the director(s) of the Company the Company and its subsidiaries

"HK$" or "HKD"

"Hong Kong"

Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC

"Issuance Mandate"

a general unconditional mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of AGM as set out on pages 17 to 21 of this circular

"Latest Practicable Date"

24 March 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Date"

11 November 2020 on which the Shares are listed on the Main Board of the Stock Exchange

DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"Memorandum and Articles of	the amended and restated memorandum and articles of association
Association"	of the Company (as amended from time to time)
"Repurchase Mandate"	a general unconditional mandate proposed to be granted to the
Directors to repurchase Shares on the Stock Exchange of not
exceeding 10% of the total number of issued shares of the
Company as at the date of passing of the proposed ordinary
resolution contained in item 6 of the notice of AGM as set out on
pages 17 to 21 of this circular
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong) (as amended from time to time)
"Share(s)"	ordinary share(s) of HK$0.1 each in the issued share capital of the
Company
"Shareholder(s)"	holder(s) of Share(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers approved by the Securities
and Futures Commission (as amended from time to time)
"%"	per cent

Bright Future Technology Holdings Limited 輝煌明天科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1351)

Executive Directors:	Principal Place of Business in PRC:
Mr. DONG Hui (Chairman & Chief Executive Officer)	Rooms 201-02 & 201-03, Phase 7
Mr. YANG Dengfeng	Xinghai Mingcheng Community
Ms. GAO Yuqing	Nantou Jiedao Nanshan District
Mr. CEN Senhui	Shenzhen, China
Ms. TIAN Liuyihang	(中國深圳市南山區南頭街道
星海名城社區7期201-02及201-03室)
Independent Non-executive Directors:
Mr. CHEN Shuo	Principal Place of Business in Hong Kong:
Mr. LIU Kin Wai	Unit B, 17/F., United Centre
Mr. WEI Hai Yan	95 Queensway
Admiralty
Registered Office:	Hong Kong
The offices of Walkers Corporate Limited
Cayman Corporate Centre
27 Hospital Road
George Town
Grand Cayman KY1-9008
Cayman Islands
31 March 2021
To the Shareholders
Dear Sir/Madam,

• (1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS,

• (2) PROPOSED GRANTING OF GENERAL MANDATES TO

ISSUE SHARES AND REPURCHASE SHARES

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM to be held on Friday, 21 May 2021.

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 108 of the Memorandum and Articles of Association, Mr. DONG Hui, Mr. YANG Dengfeng and Mr. CEN Senhui will retire by rotation and being eligible, offer themselves for re-election at the AGM.

In accordance with article 112 of the Memorandum and Articles of Association, Ms. TIAN Liuyihang will retire and being eligible, offer herself for re-election at the AGM.

Details of the retiring Directors proposed to be re-elected are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

The current general mandate granted to the Directors to issue Shares pursuant to the written resolutions of all the Shareholders dated 16 October 2020 will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of AGM as set out on pages 17 to 21 of this circular (i.e. a total of 100,000,000 Shares on the basis that no further Shares are issued or repurchased before the AGM). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the AGM.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.

4. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

The current general mandate granted to the Directors to repurchase Shares pursuant to the written resolutions of all the Shareholders dated 16 October 2020 will lapse at the conclusion of the AGM. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange, or on any stock exchange on which the securities of the Company may be listed (and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose) of not exceeding 10% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of AGM as set out on pages 17 to 21 this circular (i.e. a total of 50,000,000 Shares on the basis that no further Shares are issued or repurchased before the AGM). The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate at the AGM is set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of AGM is set out on pages 17 to 21 of this circular.

Pursuant to the Listing Rules and the Memorandum and Articles of Association, any vote of

Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.btomorrow.cn). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company's Hong Kong 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 AGM (i.e. not later than 2:00 p.m. on Wednesday, 19 May 2021) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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.

7. RECOMMENDATION

The Directors consider that the proposed re-election of retiring Directors, granting of the Issuance Mandate and granting of the Repurchase Mandate are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

8. GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

9. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By order of the Board

Bright Future Technology Holdings Limited

DONG Hui

Chairman, Chief Executive Officer

and Executive Director

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the AGM.

MR. DONG HUI, EXECUTIVE DIRECTOR

Mr. DONG Hui (董暉) ("Mr. Dong"), aged 34, was appointed as Director on 8 November 2018, and was re-designated as executive Director, chairman of the Board and chief executive officer on 25 March 2019, and is primarily responsible for supervising overall strategic development and planning and making major decision for the Group. Mr. Dong is the chairman of the nomination committee of the company; and is also a director of various subsidiaries of the Group.

Mr. Dong is one of the founders of the Group. Mr. Dong is a party acting in concert with Mr. YANG Dengfeng, executive Director of the Company, and he is the spouse of Ms. GAO Yuqing, executive Director of the Company.

Mr. Dong has over nine years of experience in mobile internet industry. Mr. Dong worked as a supervisor of the developing team at Digu Information Technology (Shenzhen) Co., Ltd* (嘀咕信息技術（深 圳）有限公司) from May 2010 to April 2011. Mr. Dong then served as the software engineer and the senior product manager of Tencent Technology (Shenzhen) Company Limited, a subsidiary of Tencent Holdings Limited from April 2011 to August 2015, and was responsible for developing mobile payment and mobile app related commercial works.

From August 2015 to December 2015, Mr. Dong was the chief operating officer of Shenzhen Zhuazhua Technology Co., Ltd.* (深圳爪爪科技有限公司), which is primarily engaged in the service for pets and pets-related services and products.

Mr. Dong received a bachelor degree in Electronic Commerce from Wuhan Technology Institute* (武 漢科技學院) (now known as Wuhan Textile University*（武漢紡織大學）) in June 2009.

Save as disclosed above, Mr. Dong has not held 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.

Mr. Dong entered into a service contract with the Company for an initial term of three years with effect from the Listing Date, which may be terminated by either party giving not less than three months' written notice and is subject to termination provisions therein and retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Memorandum and Articles of Association.

As at the Latest Practicable Date, Mr. Dong had the following interest in the shares of the Company or its associated corporation within the meaning of Part XV of the SFO:

• (a) Interest in the Company

  Total

  Number of Shares

  Percentage of

  Direct Interests	Other Interests	(Long Position)	Shareholdings
  -	363,970,000 (Note)	363,970,000	72.8%

  Note:

  Brilliant League Limited is wholly-owned by Mr. Dong. Mr. Dong and Mr. YANG Dengfeng ("Mr. Yang") are parties acting in concert. Mr. Yang in turn wholly-owns Highland Triumph Limited. Thus, each of Mr. Dong, Mr. Yang, Brilliant League Limited and Highland Triumph Limited are all deemed to be interested in all the Shares held by Brilliant League Limited and Highland Triumph Limited.

• (b) Interest in associated corporation

  Name of associated

  corporation	Capacity/Nature	Percentage of interest
  Brilliant League Limited	Beneficial owner	100%

  Save as disclosed above, Mr. Dong was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

  Under the service contract entered into between Mr. Dong and the Company, Mr. Dong is entitled to receive emoluments of RMB264,000 per annum in total and discretionary bonus, as determined by the Board on the recommendation of the remuneration committee of the Company with reference to the performance of the Company and the individual and his duties and responsibilities with the Company.

  Save as disclosed above, Mr. Dong does not hold any other position with the Company and other members of the Group, and does not have any relationship with any directors, senior management or substantial or controlling shareholder of the Company.

  Save as disclosed above, there is no other information relating to Mr. Dong required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

MR. YANG DENGFENG, EXECUTIVE DIRECTOR

Mr. YANG Dengfeng (楊登峰) ("Mr. Yang"), aged 38, was appointed as Director on 8 November 2018. Mr. Yang was re-designated as executive Director and chief technology officer on 25 March 2019, and is primarily responsible for overall strategic planning and supervising the technological development of the Group. Mr. Yang is a member of the remuneration committee of the company; and is also a director of various subsidiaries of the Group.

Mr. Yang was one of the founders of the Group. Mr. Yang is a party acting in concert with Mr. Dong.

Mr. Yang has over ten years of experience in mobile internet industry. Mr. Yang worked as the programmer for the mobile internet in Tencent Technology (Shenzhen) Company Limited, a subsidiary of Tencent Holdings Limited, from July 2006 to June 2007, during which he was responsible in research and development of internet safety system and data mining software. Mr. Yang joined Shenzhen Tencent Computer System Co., Ltd.* (深圳市騰訊計算機系統有限公司), a subsidiary of Tencent Holdings Limited, in December 2008 and worked as vice supervisor for mobile payment system development project, which he was primarily responsible for strategic development and management of mobile internet payment platform, including researching for new products and services and functions to be provided via these mobile internet payment platform, until he left the position in May 2015. Mr. Yang was the chief executive officer of Shenzhen Zhuazhua Technology Co., Ltd.* (深圳爪爪科技有限公司) from April 2015 to December 2015.

Mr. Yang received a bachelor degree in Information Technology System Management from Heilongjiang University* (黑龍江大學) in July 2006.

Save as disclosed above, Mr. Yang has not held 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.

Mr. Yang entered into a service contract with the Company for an initial term of three years with effect from the Listing Date, which may be terminated by either party giving not less than three months' written notice and is subject to termination provisions therein and retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Memorandum and Articles of Association.

As at the Latest Practicable Date, Mr. Yang had the following interest in the shares of the Company or its associated corporation within the meaning of Part XV of the SFO:

• (a) Interest in the Company

  Total

  Number of Shares

  Percentage of

  Direct Interests	Other Interests	(Long Position)	Shareholdings
  -	363,970,000 (Note)	363,970,000	72.8%

  Note: Highland Triumph Limited is wholly-owned by Mr. Yang. Mr. Yang and Mr. Dong are parties acting in concert.

  Mr. Dong in turn wholly-owns Brilliant League Limited. Thus, each of Mr. Dong, Mr. Yang, Brilliant League Limited and Highland Triumph Limited are all deemed to be interested in all the Shares held by Brilliant League Limited and Highland Triumph Limited.

• (b) Interest in associated corporation

  Name of associated

corporation	Capacity/Nature	Percentage of interest
Highland Triumph Limited	Beneficial owner	100%
- 10 -

Save as disclosed above, Mr. Yang was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Under the service contract entered into between Mr. Yang and the Company, Mr. Yang is entitled to receive emoluments of RMB395,000 per annum in total and discretionary bonus, as determined by the Board on the recommendation of the remuneration committee of the Company with reference to the performance of the Company and the individual and his duties and responsibilities with the Company.

Save as disclosed above, Mr. Yang does not hold any other position with the Company and other members of the Group, and does not have any relationship with any directors, senior management or substantial or controlling shareholder of the Company.

Save as disclosed above, there is no other information relating to Mr. Yang required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

MR. CEN SENHUI, EXECUTIVE DIRECTOR

Mr. CEN Senhui (岑森輝) ("Mr. Cen"), aged 32, joined the Group in December 2015 and has been chief operating officer. Mr. Cen was re-designated as executive Director and chief operating officer on 25 March 2019. Mr. Cen is a director of Shenzhen Lindu Technology Company Limited* (深圳鄰度科技有限 公司). Mr. Cen is primarily responsible for overall operational management and overseeing daily operation of the Group. Mr. Cen has accumulated around eight years of experience in information technology industry. Mr. Cen worked as a project manager of Nokia Beijing branch* (諾基亞通信系統技術（北京）有限公司) from June 2011 to October 2014, which he was responsible for the research and development of 4G mobile network, as well as the tender for technological projects. Mr. Cen then worked as Channel Manager* (渠道 經理) at Hangzhou Hikvision Digital Technology Co., Ltd.* (杭州海康威視數字技術股份有限公司), a company principally engages in video-centric IoT (internet of things) services, integrated security service and big data services, from October 2014 to April 2015. Later, Mr. Cen worked as the marketing director of Shenzhen Zhuazhua Technology Co., Ltd.* (深圳爪爪科技有限公司) from May to December 2015.

Mr. Cen received a bachelor degree in Electrical Engineering and Automation from Hangzhou Dianzi University* (杭州電子科技大學) in June 2011.

Save as disclosed above, Mr. Cen has not held 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.

Mr. Cen entered into a service contract with the Company for an initial term of three years with effect from the Listing Date, which may be terminated by either party giving not less than three months' written notice and is subject to termination provisions therein and retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Memorandum and Articles of Association.

Save as disclosed above, Mr. Cen was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Under the service contract entered into between Mr. Cen and the Company, Mr. Cen is entitled to receive emoluments of RMB561,000 per annum in total and discretionary bonus, as determined by the Board on the recommendation of the remuneration committee of the Company with reference to the performance of the Company and the individual and his duties and responsibilities with the Company.

Save as disclosed above, Mr. Cen does not hold any other position with the Company and other members of the Group, and does not have any relationship with any directors, senior management or substantial or controlling shareholder of the Company.

Save as disclosed above, there is no other information relating to Mr. Cen required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

MS. TIAN LIUYIHANG, EXECUTIVE DIRECTOR

Ms. TIAN Liuyihang (田劉一杭) ("Ms. Tian"), aged 30, was appointed as an executive Director of the Company on 9 December 2020.

Ms. Tian has extensive experience in corporate financing and strategy, equity investment and capital market work. Ms. Tian worked as an analyst in Shenzhen Institutes of Advanced Technology, Chinese Academy of Sciences from October 2011 to September 2013. In October 2013, Ms. Tian joined Milai Investment Consultant (Shenzhen) Co., Limited as its general manager and left in January 2019. Since January 2019, Ms. Tian has been serving as the chairman of Shenzhen Skye Capital Management Co., Ltd., responsible for its research and investment in the capital markets of Hong Kong and the PRC.

Ms. Tian graduated from Shantou University and obtained a master of Artistic Design in June 2011.

Save as disclosed above, Ms. Tian has not held 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.

Ms. Tian entered into a service agreement with the Company for an initial fixed term of three years commencing from 9 December 2020 and may be terminated by either party giving written notice of not less than three months and is subject to termination provisions therein and retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Memorandum and Articles of Association.

Save as disclosed above, Ms. Tian was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Under the service agreement entered into between Ms. Tian and the Company, Ms. Tian is entitled to receive emoluments of HK$240,000 per annum in total and discretionary bonus, as determined by the Board on the recommendation of the remuneration committee of the Company with reference to her background, experience, qualifications, duties and responsibilities with the Company and the prevailing market conditions, and subject to review by the remuneration committee on an annual basis.

Save as disclosed above, Ms. Tian does not hold any other position with the Company and other members of the Group, and does not have any relationship with any directors, senior management or substantial or controlling shareholder of the Company.

Save as disclosed above, there is no other information relating to Ms. Tian required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

*denotes the English translation of the Chinese name for identification purpose only.

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 500,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of AGM in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, i.e. being 500,000,000 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 50,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of AGM.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders.

Shares repurchase 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 and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF SHARE REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with the Memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

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 31 December 2020) in the event that the Repurchase 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 Repurchase Mandate to such 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 appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during the period from the Listing Date up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
HK$	HK$
2020
November (from the Listing Date)	1.77	1.15
December	2.38	1.16
2021
January	4.42	1.98
February	4.6	1.73
2.51	1.86

March (up to and including the Latest Practicable Date)

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the 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 Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase 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 Rule 32 of the Takeovers Code. Accordingly, 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 Shareholder's interest, could obtain or consolidate control of the Company and thereby become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge and belief of the Directors, Mr. Dong, Mr. Yang, Brilliant League Limited and Highland Triumph Limited (collectively the "Controlling Shareholders"), as at the Latest Practicable Date, each of the Controlling Shareholders was taken to have an interest under the SFO in the same block of 363,970,000 Shares, representing 72.8% of the total number of Shares in issue. In the event that the Directors exercise the proposed Repurchase Mandate in full, the shareholding of each of the Controlling Shareholders would be increased to approximately 80.9% of the total number of Shares in issue.

The Directors are aware of any consequences which 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 Repurchase Mandate to such an extent as may result in the public shareholding falling below the minimum public float requirement and will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.

8. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise) from the Listing Date up to the Latest Practicable Date.

Bright Future Technology Holdings Limited 輝煌明天科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1351)

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING ("AGM")

Please refer to page 1 of this circular for the measures to be implemented at the AGM to safeguard the health and safety of the attendees and to prevent the spread of the COVID-19 pandemic, including but without limitation to the following:

• • compulsory body temperature check

• • compulsory wearing of surgical face mask at all times at the venue of the AGM

• • no distribution of corporate gifts and no serving of refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue or be required to leave the AGM venue. The Company reminds all Shareholders that physical attendance in person at the AGM is NOT necessary for the purpose of exercising voting rights and would like to encourage Shareholders to appoint the chairman of AGM as their proxy to vote on the relevant resolutions at the AGM, instead of attending the AGM in person.

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting ("AGM") of Bright Future Technology Holdings Limited (the "Company") will be held at No. F201-F203, 2/F., Zhen Ye Tong Chuang Hui, Qian Hai Lu, Nanshan District, Shenzhen, Guangdong Province, China on Friday, 21 May 2021 at 2:00 p.m. to transact the following business:

1. To consider and adopt the audited consolidated financial statements and the Reports of the Directors and the Independent Auditor of the Company for the year ended 31 December 2020.

2.	(a)	To re-elect Mr. DONG Hui as an executive director.
(b)	To re-elect Mr. YANG Dengfeng as an executive director.
(c)	To re-elect Mr. CEN Senhui as an executive director.
(d)	To re-elect Ms. TIAN Liuyihang as an executive director.
3.
4.

To authorise the Board of Directors (the "Board") to fix the Directors' remuneration.

To re-appoint PricewaterhouseCoopers as Independent Auditor and to authorize the Board to fix their remuneration.

5. 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, a general mandate be and is hereby generally and unconditionally given to the directors of the Company (the "Directors") during the Relevant Period (as defined below) to allot, issue and deal with additional shares of HK$0.1 each in the share capital of the Company (the "Shares") and to make or grant offers, agreements and options which would or might require the exercise of such powers;

• (b) the mandate 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 aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

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

  • (ii) the grant or exercise of any option under the share option scheme of the Company or any other option scheme or similar arrangement for the time adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or

  • (iii) any issue of share in the Company upon the exercise of any subscriptions rights attached to any warrants of the Company;

  • (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on Shares in accordance with the memorandum and articles of association of the Company or a specific authority granted by the Shareholders in general meeting,

  shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution), and the said approval shall be limited accordingly; 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 expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or any applicable law of the Cayman Islands to be held; and

• (iii) the date on which such mandate is varied, revoked or renewed by an ordinary resolution of the Shareholders in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of Shares or any class of Shares whose names appear on the register of members of the Company ("Register of Member") on a fixed record date in proportion to their then holdings of such Shares as at that date (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 recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

6. 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, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") or those of any other recognised stock exchange as amended from time to time;

• (b) the total number of Shares to be repurchased by the Company pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution), and the said approval shall be limited accordingly; and

• (c) 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 expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or any applicable law of the Cayman Islands to be held; and

• (iii) the date on which such mandate is varied, revoked or renewed by an ordinary resolution of the Shareholders in general meeting."

7. 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 5 and 6 of the notice convening this meeting (the "Notice"), the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such power pursuant to the resolution set out in item 5 of the Notice be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to the resolution set out in item 6 of the Notice, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."

By order of the Board

Bright Future Technology Holdings Limited

DONG Hui

Chairman, Chief Executive Officer

and Executive Director

Shenzhen, People's Republic of China, 31 March 2021

Notes:

• 1. All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.btomorrow.cn) in accordance with the Listing Rules.

• 2. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

• 3. In case of joint holders of shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders are present at any meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

• 4. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the AGM (i.e. not later than 2:00 p.m. on Wednesday, 19 May 2021) or the adjourned meeting (as the case may be). Delivery of the 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 appointing a proxy shall be deemed to be revoked.

• 5. For determining the entitlement to attend and vote at the AGM, the Register of Members will be closed from Monday, 17 May 2021 to Friday, 21 May 2021, both dates inclusive, during which period no transfer of shares of the company will be registered. In order to be eligible to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30

• p.m. on Friday, 14 May 2021.

• 6. With regard to the ordinary resolution in item 2 of this notice, (i) Mr. DONG Hui, Mr. YANG Dengfeng and Mr. CEN Senhui will retire by rotation at the AGM and, being eligible, offer themselves for re-election at the AGM; and (ii) Ms. TIAN Linyihang will retire at the AGM and being eligible, offer herself for re-election at the AGM. Details of the above retiring Directors seeking re-election are set out in Appendix I to the circular dated 31 March 2021 (the "Circular").

• 7. An explanatory statement containing information regarding the ordinary resolution in item 6 of this notice is set out in Appendix II to the Circular.