Baoye Group Company Limited — Proxy Solicitation & Information Statement 2021

Dec 9, 2021

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(Incorporated in Bermuda with limited liability)

(Stock code: 1013)

PROXY FORM FOR SPECIAL GENERAL MEETING

I/We [(Note][1)]

of being the registered holder(s) of [(Note][2)] share(s) of HK$0.1 each in the share capital of Wai Chun Group Holdings Limited (the “ Company ”) HEREBY APPOINT

of or failing him, the Chairman of the Meeting [(Note][3)] as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting (the “ SGM ”) of the Company to be held at 13/F., Admiralty Centre 2, 18 Harcourt Road, Admiralty, Hong Kong on 28 December 2021 at 10:00 a.m. (or any adjournment thereof), to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit:

			ORDINARY RESOLUTION				For (Note 4)	Against (Note 4)
	1.	“THAT
		(a)	the terms of the 4% coupon convertible bonds due 2023 issued by
			the Company on 18 August 2020 in the aggregate		principal amount
			of HK$152,000,000 (the “**First Convertible **	Bonds”) be amended
			as follows (the “Alteration of Terms of the First Convertible
			Bonds”):
			(i) the conversion price of the First Convertible Bonds be
			reduced from HK$0.18 per ordinary share		(the “Share”) of
			HK$0.1 in the Company (the “Conversion Share”) to
			HK$0.048 per Conversion Share, subject		to adjustment in
			accordance with the terms of the First Convertible Bonds;
			(ii) the interest rate of the First Convertible Bonds be reduced
			from 4% per annum to 2% per annum;
			(iii) the First Convertible Bonds be redeemed at 98% of its
			principal amount at maturity; and
			(iv) the conversion rights attached to the First Convertible Bonds
			be only exercised on the condition that	any	conversion of the
			First Convertible Bonds does not: (aa) trigger a mandatory
			general offer obligation on the holder of the		First Convertible
			Bonds under Rule 26 of the Hong Kong Code			on Takeovers
			and Mergers; and (bb) result in Mr. Lam Ching Kui and any
			parties acting in concert with him	(including Ka Chun
			Holdings Limited) ceasing to be the controlling shareholder
			of the Company within the meaning of the		Rules Governing
			the Listing of Securities on The Stock Exchange of Hong
			Kong Limited;
		(b)	the directors of the Company (the “Directors”) be and are hereby
			authorised, as a specific mandate, to allot, issue and			deal with the
			3,166,666,666 Shares (subject to adjustment)	which may be issued
			by the Company upon full exercise of the conversion rights attached
			to the First Convertible Bonds; and
		(c)	any one or more of the Directors be and are hereby authorised to do
			all such acts, deeds and things and to sign	and	execute all such
			documents, including under the seal of the Company (where
			applicable), on behalf of the Company, as	he/she/they may, in
			his/her/their absolution discretion, consider necessary, desirable or
			expedient to implement and give effect to the Alteration of Terms of
			the First Convertible Bonds.”

• For identification purpose only

			ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION		For (Note 4)	Against (Note 4)
	2.	“THAT
		(a)	the terms of the 4% coupon		convertible bonds		due 2023 issued by
			the Company on 18 November			2020 in the	aggregate principal
			amount of HK$23,480,000 (the “Second Convertible Bonds”) be
			amended as follows (the “Alteration of Terms of the Second
			Convertible Bonds”):
			(i) the conversion price of the Second Convertible Bonds be
			reduced from HK$0.18 per Conversion				Share to HK$0.048
			per Conversion Share, subject to adjustment in accordance
			with the terms of the Second Convertible				Bonds;
			(ii) the interest rate of the		Second Convertible Bonds be reduced
			from 4% per annum to		2% per annum; and
			(iii) the Second Convertible Bonds be redeemed at 98% of its
			principal amount at maturity;
		(b)	the Directors be and are hereby authorised, as a				specific mandate, to
			allot, issue and deal with		the	489,166,666	Shares (subject to
			adjustment) which may	be	issued by the Company upon full
			exercise of the conversion rights attached to the				Second Convertible
			Bonds; and
		(c)	any one or more of the Directors be and are hereby authorised to do
			all such acts, deeds and things and to sign and execute all such
			documents, including under the seal of the Company (where
			applicable), on behalf of the Company, as he/she/they may, in
			his/her/their absolution discretion, consider necessary, desirable or
			expedient to implement and give effect to the Alteration of Terms of
			the Second Convertible Bonds.”

Dated this day of 2021 Signature(s) [(Note][5)]

Notes:

1. Full name(s) and address(s) to be inserted in BLOCK CAPITALS . The names of joint registered holders should be stated.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. Any alteration made to this form must be initialed by the person who signs it.

4. IMPORTANT:WISH TO VOTE AGAINSTIF YOU WISHTHETORESOLUTION,VOTE FOR THEPLEASERESOLUTION,PLACE A PLEASE“ ✔ ” IN THE APPROPRIATEPLACE A “ ✔ ” IN THEBOXAPPROPRIATEMARKED “AGAINST”BOX MARKED . Failure “FOR”. to tick any IF boxes YOU will entitle your proxy to cast his votes at his discretion.

5. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorized.

6. In the case of joint holders of shares of the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the name stands on the register of members of the Company in respect of the joint holding, the first named being the senior.

7. To be valid, this proxy form together with power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, not less than 48 hours before the time fixed for holding the SGM (or any adjournment thereof).

8. In order to qualify for attending and voting at the SGM (or any adjournment thereof), all transfers of shares of the Company accompanied by the relevant share certificates(s) must be lodged with the Company’s branch share registrar in Hong Kong at the above address by no later than 4:00 p.m. on 21 December 2021.

9. The proxy need not be a member of the Company but must attend the SGM (or any adjournment thereof) in person to represent you.

10. Completion and return of this form will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) if you wish to do so.

11. In case a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted but lowered before 7:00 a.m. on Tuesday, 28 December 2021, the SGM will be held as scheduled at 10:00 a.m. on the same day at the same venue; or a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted or remains hoisted any time after 7:00 a.m. on Tuesday, 28 December 2021, the SGM will be automatically postponed to a later date. The Company will post an announcement on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.1013.hk) to notify shareholders of the date, time and location of the rescheduled meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the branch share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the branch share registrar.

PRECAUTIONARY MEASURES AT THE SPECIAL GENERAL MEETING

• In view of the recent developments of the Novel Coronavirus pandemic, and taking into consideration of the guidelines issued by the Government of Hong Kong, the Company will implement the following preventive measures at the SGM to protect attending shareholders from the risk of infection: – compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue of the SGM; – every shareholder or proxy is required to wear surgical face mask throughout the SGM; and – no refreshment will be served. Any person who does not comply with the precautionary measures may be denied entry into the venue. The Company wishes to remind all shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the SGM as their proxy to vote on the resolution at the SGM as an alternative to attending the SGM in person.