Baoye Group Company Limited — Proxy Solicitation & Information Statement 2023

Oct 19, 2023

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(Incorporated in Bermuda with limited liability)

(Stock code: 1013)

PROXY FORM FOR SPECIAL GENERAL MEETING

I/We [(Note][1)] of beingshare(s)the registeredof HK$0.1holder(s)each ofin [(Note] the [2)] share capital of Wai Chun Group Holdings Limited (the “ Company ”) HEREBY APPOINT of (theor failing“ SGM him,”) ofthetheChairmanCompanyoftothebeMeetingheld at Rooms [(Note][3)] as4001-02,my/our40/F.,proxy Chinato attendResourcesand voteBuilding,for me/us24andHarbouron my/ourRoad,behalfWanchai,at theHongspecialKonggeneralon Monday,meeting 13 November 2023 at 11:00 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 RESOLUTIONS	For (Note 4)	Against (Note 4)
	1.	“THAT	subject to and conditional upon (i) the Listing Committee of The Stock
		Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and
		permission to deal in, the issued and unissued shares of the Company consolidated in
		the manner as set out in paragraph (a) of this resolution below (the “Share
		Consolidation”); and (ii) the compliance with the relevant procedures and
		requirements under the applicable laws of Bermuda and the Rules Governing the
		Listing	of Securities on the Stock Exchange to effect the Share Consolidation:
		(a)	with effect from the second business day immediately following the date on
			which this resolution is passed:
			(i) every eight (8) issued and unissued existing ordinary shares of
			HK$0.1 each in the share capital of the Company (the “Existing
			Ordinary Share(s)”) be consolidated into one (1) consolidated
			ordinary share of HK$0.8 in the share capital of the Company (the
			“Consolidated Ordinary Share(s)”) and every eight (8) unissued
			existing preference shares of HK$0.1 each in the share capital of the
			Company be consolidated into one (1) consolidated preference share
			of HK$0.8 in the share capital of the Company (the “Consolidated
			Preference Share(s)”);
			(ii) all of the Consolidated Ordinary Shares shall rank pari passu in all
			respects with each other in the same class and the Consolidated
			Preference Shares will rank pari passu in all respects with each other
			in that class and have the rights and privileges and be subject to the
			restrictions contained in the memorandum of association and
			bye-laws of the Company; and
			(iii) all fractional Consolidated Ordinary Shares resulting from the Share
			Consolidation will be disregarded and will not be issued or given to
			holders of the same but all such fractional Consolidated Ordinary
			Shares will be aggregated and, if possible, sold and retained for the
			benefits of the Company in such manner and on such terms as the
			directors (the “Director(s)”) of the Company may think fit; and
		(b)	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 may, in
			his/her absolution discretion, consider necessary, desirable or expedient to
			implement and give effect to any or all of the foregoing.”
	2.	“THAT
		(a)	the terms of the 2% coupon convertible bonds due 2023 issued by the
			Company on 31 August 2020 in the aggregate principal amount of
			HK$152,000,000 (the “Existing First Convertible Bonds”) be amended as
			follows (the “Alteration of Terms of the Existing First Convertible
			Bonds”):
			(i) the interest rate of the Existing First Convertible Bonds be reduced
			from 2% per annum to 1% per annum; and
			(ii) the maturity date of the Existing First Convertible Bonds be extended
			from 31 August 2023 to 31 August 2025;
		(b)	the conversion price of the Existing Convertible Bonds be adjusted from
			HK$0.048 per Existing Ordinary Share to HK$0.384 per Consolidated
			Ordinary Share (the “Conversion Shares”) subject to the passing of the above
			ordinary resolution no. 1;

• For identification purposes only

			ORDINARY RESOLUTIONS	For (Note 4)	Against (Note 4)
		(c)	the Directors be and are hereby authorised, as a specific mandate, to allot,
			issue and deal with the 3,166,666,666 Existing Ordinary Shares (subject to
			adjustments) or 395,833,333 Consolidated Ordinary Shares (subject to
			adjustments) subject to the passing of the above ordinary resolution no.1,
			which may be issued by the Company upon full exercise of the conversion
			rights attached to the Existing First Convertible Bonds; and
		(d)	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 Existing First Convertible Bonds.”
	3.	“THAT
		(a)	the terms of the 2% coupon convertible bonds due 2023 issued by the
			Company on 30 November 2020 in the aggregate principal amount of
			HK$23,480,000 (the “Existing Second Convertible Bonds”) be amended as
			follows (the “Alteration of Terms of the Existing Second Convertible
			Bonds”):
			(i) the interest rate of the Existing Second Convertible Bonds be reduced
			from 2% per annum to 1% per annum; and
			(ii) the maturity date of the Existing Second Convertible Bonds be
			extended from 30 November 2023 to 31 August 2025;
		(b)	the conversion price of the Existing Convertible Bonds be adjusted from
			HK$0.048 per Existing Ordinary Share to HK$0.384 per Consolidated
			Ordinary Share subject to the passing of the above ordinary resolution no. 1;
		(c)	the Directors be and are hereby authorised, as a specific mandate, to allot,
			issue and deal with the 489,166,666 per Existing Ordinary Shares (subject to
			adjustments) or 61,145,833 Consolidated Ordinary Shares (subject to
			adjustments) subject to the passing of the above ordinary resolution no.1,
			which may be issued by the Company upon full exercise of the conversion
			rights attached to the Existing Second Convertible Bonds; and
		(d)	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 Existing Second Convertible Bonds.”

• Please refer to the notice convening the SGM for the full text of the resolutions.

Dated this Notes: 1. Fu	day of ll name(s) and address(s) to b	2023 Signature(s) (Note 5) e inserted in BLOCK CAPITALS. The names of joint registered holders sh
			ould be stated.

1. 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).

2. 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.

3. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE PLACE A “ ✔ ” IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE PLACE A “ ✔ ” IN THE APPROPRIATE BOX MARKED “AGAINST” . Failure to tick any boxes will entitle your proxy to cast his votes at his discretion.

4. 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.

5. 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.

6. 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).

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

8. 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.

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.