OneForce Holdings Limited — AGM Information 2018

Jul 26, 2018

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 OneForce 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.

OneForce Holdings Limited 元力控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1933)

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE NEW SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of OneForce Holdings Limited to be held at 9/F, Block E, No. 9 3[rd] Shangdi Street, Beijing, China on Friday, 14 September, 2018 at 10:00 am is set out on pages 17 to 20 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.oneforce.com.cn).

Whether or not you are able to attend and vote at 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 branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 10:00 am on Wednesday, 12 September 2018 (Hong Kong time). Completion and return of the form of proxy as instructed will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

27 July 2018

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Proposed granting of general mandates
	to buy back and issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Annual General Meeting and proxy arrangement . . . . . . . . . . . . . . . . . . . . . .	5
5.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	— Details of the Directors proposed to be
	re-elected at the Annual General Meeting . . . . . . . . . . . . . . . .	6
Appendix II — Explanatory statement
	on the Share Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17

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DEFINITIONS

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

• “Annual General Meeting”

an annual general meeting of the Company to be held at 9/F, Block E, No. 9 3[rd] Shangdi Street, Beijing, China on Friday, 14 September 2018 at 10:00 am, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 17 to 20 of this circular, or any adjournment thereof;

• “Articles of Association” the amended and restated memorandum and articles of association of the Company currently in force;

• “Board” the board of Directors;

• “Company” OneForce Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange;

• “Director(s)” the director(s) of the Company;

• “Group” the Company and its subsidiaries;

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Issue Mandate” a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the number of issued shares of the Company as at the date of the passing of proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 17 to 20 of this circular;

• “Latest Practicable Date” Friday, 20 July 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange;

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DEFINITIONS

“PRC”

• the People’s Republic of China, except where the context requires otherwise, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

• “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

• “Share Buy-back Mandate”

a general mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the number of issued shares of the Company as at the date of the passing of proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting as set out on pages 17 to 20 of this circular;

• “Shareholder(s)”

• holder(s) of Share(s);

• “Shares(s)”

• ordinary share(s) of HK$0.01 each in the capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited; and

• “Takeovers Code”

• The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong.

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LETTER FROM THE BOARD

OneForce Holdings Limited 元力控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1933)

Executive Directors: Registered Office: Mr. Wang Dongbin (Chairman) Cricket Square, Hutchins Drive Mr. Wu Hongyuan (Chief executive officer) P.O. Box 2681, Grand Cayman Mr. Li Kangying KY1-1111 Mr. Wu Zhanjiang Cayman Islands

Independent non-executive Directors: Principal Place of Business in Hong Kong: Mr. Ng Kong Fat Level 54, Hopewell Centre Mr. Han Bin 183 Queen’s Road East Mr. Wang Peng Hong Kong

Principal Place of Business in PRC: Flat 903, Block E No. 9 3[rd] Shangdi Street Haidian District Beijing The People’s Republic of China 27 July 2018

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE NEW SHARES

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting for (i) the re-election of Directors; and (ii) the granting to the Directors of the Share Buy-back Mandate and the Issue Mandate to buy back Shares and to issue new Shares, respectively.

2. PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to Article 109 of the Articles of Association, any Director appointed by the Board as an additional Director shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at

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LETTER FROM THE BOARD

such meeting. Mr. Li Kangying and Mr. Wu Zhanjiang who were appointed by the Board as executive Directors on 24 July 2018, shall retire from office by rotation at the AGM and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

Pursuant to Article 105(A) of the Articles of Association, one-third of the Directors shall retire from office by rotation at each annual general meeting of the Company and every Director shall be subject to retirement by rotation at least once every three years. Mr. Ng Kong Fat, Mr. Han Bin and Mr. Wang Peng shall retire from office by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK AND ISSUE SHARES

In order to give the Company the flexibility to buy back and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve:

• (a) the granting of the Share Buy-back Mandate to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the number of issued shares of the Company as at the date of the passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting as set out on pages 17 to 20 of this circular (i.e. equivalent to 38,107,200 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting);

• (b) the granting of the Issue Mandate to the Directors to allot, issue and deal with additional Shares of not exceeding 20% of the number of issued shares of the Company as at the date of the passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 17 to 20 of this circular (i.e. equivalent to 76,214,400 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting); and

• (c) the extension of the Issue Mandate by adding the aggregate number of issued shares bought back by the Company pursuant to the Share Buy-back Mandate.

With reference to the Share Buy-back Mandate and the Issue Mandate, the Directors wish to state that they have no immediate plan to buy back any Shares or issue any new Shares pursuant thereto.

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 Share Buy-back Mandate is set out in Appendix II to this circular.

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LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 17 to 20 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll vote results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting 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.oneforce.com.cn). Whether or not Shareholders are able to attend and vote at the Annual General Meeting, 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 certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 10:00 am on Wednesday, 12 September 2018 (Hong Kong time). Completion and delivery of the form of proxy as instructed will not preclude you from attending and voting at the Annual General Meeting if you so wish.

5. 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.

6. RECOMMENDATION

The Directors consider that the proposed re-election of Directors, the granting of the Share Buy-back Mandate and the granting and extension of the Issue Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board OneForce Holdings Limited Wang Dongbin Chairman

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who are proposed to be re-elected at the Annual General Meeting.

(1) Mr. Ng Kong Fat

Mr. Ng Kong Fat, aged 62, was appointed as the independent non-executive Director on 5 February 2018.

Experience

Mr. Ng Kong Fat graduated from the University of Stirling in Scotland in 1983 and was admitted as a member of the Institute of Chartered Accountants of Scotland in May 1987.

Mr. Ng Kong Fat has over 20 years of experience in corporate, investment and financial management. Mr. Ng Kong Fat has joined the Beijing Enterprises Environment Group Limited (stock code: 154), a company listed on the Main Board of the Stock Exchange and principally engaged in solid waste treatment business in the PRC, as an executive director since July 1993.

Length of service and emoluments

Mr. Ng Kong Fat has signed a letter of appointment and has been appointed for an initial term of two years commencing from the Listing Date renewable automatically for successive term of one year each commencing from the next day after the expiry of the then current term of appointment, unless terminated by not less than three months’ notice in writing served by Mr. Ng Kong Fat or the Company expiring at the end of the initial term or at any time thereafter. Mr. Ng Kong Fat shall be subject to re-election at general meetings in accordance with the Company’s Articles of Association. Mr. Ng Kong Fat is entitled to a director’s fee of HK$120,000 per annum. Save for director’s fees, Mr. Ng Kong Fat is not expected to receive any other remuneration for holding his office as an independent non-executive Director.

Relationships

Save as disclosed above, Mr. Ng Kong Fat did not hold any other directorship in other listed public companies in Hong Kong or overseas in the last three years, and Mr. Ng Kong Fat is not related to any Directors, senior management, other substantial or controlling Shareholders (as defined in the Listing Rules) of the Company, nor does Mr. Ng Kong Fat hold any other positions with the Company or any of its subsidiaries.

Interests in Shares

As at the Latest Practicable Date, Mr. Ng Kong Fat did not have or was not deemed to have any interests or short positions in the Shares or underlying Shares of the Company or its associated corporations pursuant to the Part XV of the SFO.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Matters that need to be brought to the attention of the Shareholders

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr. Ng Kong Fat that need to be brought to the attention of the Shareholders.

(2) Mr. Han Bin

Mr. Han Bin (“Mr. Han”), aged 64, was appointed as the independent non-executive Director on 5 February 2018.

Experience

Mr. Han graduated from North China Electric Power University (previously known as the North China Electric Power College) in the PRC in December 1979, majoring in electricity system communication.

Mr. Han has over 20 years of experience in the electric power selling and management system market in the PRC. Between August 1989 and November 1992, Mr. Han joined 青島供電公 司 (Tsingtao Electricity Supply Company) (previously known as the 青島電業局 (Tsingtao Electricity Affair Department)), a company principally engaged in the electric power grid despatch automation and the development and implementation of system communication (電網 調度自動化及系統通信發展及實施), where Mr. Han had worked at various positions, including assistant engineer, engineer and deputy head of the system operation department. Between December 1992 and May 1999, Mr. Han joined 中國福霖風能開發公司 (China FulinWind Power Development Company), a company principally engaged in alternative energy supply investment and construction, where Mr. Han had worked as the deputy general manager of the project department. Between June 1999 and October 2013, Mr. Han joined 龍源電力集團股份有限 公司 (China Longyuan Power Group Corporation Limited) (previously known as 龍源電力集團 公司 (Longyuan Power Group Limited*)), a company principally engaged in the investment and construction of power plants, where Mr. Han had worked at various positions, including assistant of the general manager, deputy chief engineer and project development department officer.

Length of service and emoluments

Mr. Han has signed a letter of appointment and has been appointed for an initial term of two years commencing from the Listing Date renewable automatically for successive term of one year each commencing from the next day after the expiry of the then current term of appointment, unless terminated by not less than three months’ notice in writing served by Mr. Han or the Company expiring at the end of the initial term or at any time thereafter. Mr. Han shall be subject to re-election at general meetings in accordance with the Company’s Articles of Association. Mr. Han is entitled to a director’s fee of HK$120,000 per annum. Save for director’s fees, Mr. Han is not expected to receive any other remuneration for holding his office as an independent non-executive Director.

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APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Relationships

Save as disclosed above, Mr. Han did not hold any other directorship in other listed public companies in Hong Kong or overseas in the last three years, and Mr. Han is not related to any Directors, senior management, other substantial or controlling Shareholders (as defined in the Listing Rules) of the Company, nor does Mr. Han hold any other positions with the Company or any of its subsidiaries.

Interests in Shares

As at the Latest Practicable Date, Mr. Han did not have or was not deemed to have any interests or short positions in the Shares or underlying Shares of the Company or its associated corporations pursuant to the Part XV of the SFO.

Matters that need to be brought to the attention of the Shareholders

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr. Han that need to be brought to the attention of the Shareholders.

(3) Mr. Wang Peng

Mr. Wang Peng, aged 44, was appointed as the independent non-executive Director on 5 February 2018.

Experience

Mr. Wang Peng graduated from the North China Electric Power University in the PRC in July 1994, majoring in electricity system and automation of electricity system. Mr. Wang Peng obtained a master’s degree in engineering from the North China Electric Power University in January 1997. Mr. Wang Peng then obtained a doctor’s degree in electricity system and automation of electricity system from the North China Electric Power University in April 2002.

Between April 1997 and May 2005, Mr. Wang Peng worked in North China Electric Power University as a teaching staff. Mr. Wang Peng was qualified as an associate professor from North China Electric Power University in November 2003. Between May 2005 and May 2015, Mr. Wang Peng worked in 國家能源局華北監管局 (National Energy Administration North China Regulatory Authority) (previously known as 國家電監會華北監管局 (National Electricity Regulatory Commission North China Regulatory Authority)). Since May 2015, Mr. Wang Peng has become a professor of North China Electric Power University.

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APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Length of service and emoluments

Mr. Wang Peng has signed a letter of appointment and has been appointed for an initial term of two years commencing from the Listing Date renewable automatically for successive term of one year each commencing from the next day after the expiry of the then current term of appointment, unless terminated by not less than three months’ notice in writing served by Mr. Wang Peng or the Company expiring at the end of the initial term or at any time thereafter. Mr. Wang Peng shall be subject to re-election at general meetings in accordance with the Company’s Articles of Association. Mr. Wang Peng is entitled to a director’s fee of HK$120,000 per annum. Save for director’s fees, Mr. Wang Peng is not expected to receive any other remuneration for holding his office as an independent non-executive Director.

Relationships

Save as disclosed above, Mr. Wang Peng did not hold any other directorship in other listed public companies in Hong Kong or overseas in the last three years, and Mr. Wang Peng is not related to any Directors, senior management, other substantial or controlling Shareholders (as defined in the Listing Rules) of the Company, nor does Mr. Wang Peng hold any other positions with the Company or any of its subsidiaries.

Interests in Shares

As at the Latest Practicable Date, Mr. Wang Peng did not have or was not deemed to have any interests or short positions in the Shares or underlying Shares of the Company or its associated corporations pursuant to the Part XV of the SFO.

Matters that need to be brought to the attention of the Shareholders

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr. Wang Peng that need to be brought to the attention of the Shareholders.

(4) Mr. Li Kangying

Mr. Li Kangying (“Mr. Li”), aged 61, is a founder of the Group and an executive Director. Mr. Li is primarily responsible for investment and acquisition related matters of the Group.

Experience

Mr. Li Kangying graduated from the North China Electric Power University in December 1979 majoring in Telecommunication.

Mr. Li Kangying has extensive experience in corporate management in the PRC and Hong Kong. Before joining the Group, Mr. Li Kangying served as a teaching staff in the North China Electric Power University between December 1979 and June 1982. Between December 1997 and October 2008, Mr. Li Kangying was employed by Beijing Enterprises Holdings Limited (stock code: 0392) as assistant to the chairman of the board of directors. Meanwhile, Mr. Li Kangying

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

was also an executive director and president of Beijing Enterprises Environment Group Limited (previously known as Beijing Development (Hong Kong) Limited) (stock code: 0154) between March 2005 and October 2008. Between February 2010 and December 2012, Mr. Li Kangying was employed by Pizu Group Holdings Limited (previously known as China Electric Power Technology Holdings Limited) (stock code: 8053) as an executive director and chairman of the board of directors.

In May 2011, Mr. Li founded 北京愛朗格瑞科技有限公司 (Beijing Along Grid Technology Company Limited) through 北京艾格瑞德科技有限公司 (Beijing iGrid Technology Company Limited), together with Mr. Wang Dongbin, Mr. Wu Zhanjiang and Mr. Cao Wei to engage in the sale of Software Systems for electric power grid companies and electric power distribution companies in the PRC. As at the Latest Practicable Date, Mr. Li was a director of MAIN WEALTH DEVELOPMENT LIMITED, 北京艾格瑞德科技有限公司 (Beijing iGrid Technology Company Limited) and 北京愛朗格瑞科技有限公司 (Beijing Along Grid Technology Company Limited).

Length of service and emoluments

Mr. Li has entered into a service contract with the Company pursuant to which Mr. Li agreed to act as executive Director for an initial term of three years with effect from 24 July 2018, subject to re-election at general meetings in accordance with the Company’s Articles of Association. The term of service shall be renewed and extended automatically by one year on the expiry of such initial term and on the expiry of every successive period of one year thereafter, unless either party has given at least three months’ written notice of non-renewal before the expiry of the then existing term.

Mr. Li is entitled to a annual director fee of HK$120,000 per annum (subject to an annual increment at the discretion of the Directors of not more than 5% of the annual salary immediately prior to such increase). In addition, Mr. Li is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company may not exceed 10% of the audited consolidated net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary items) in respect of that financial year of the Company.

Relationships

Save as disclosed above, Mr. Li did not hold any other directorship in other listed public companies in Hong Kong or overseas in the last three years, and Mr. Li is not related to any Directors, senior management, other substantial or controlling Shareholders (as defined in the Listing Rules) of the Company, nor does Mr. Li hold any other positions with the Company or any of its subsidiaries.

Interests in Shares

As at the Latest Practicable Date, Mr. Li was interested in 60,000,000 Shares, representing approximately 15.75% of the Company’s total issued Shares under Part XV of the SFO. Save as disclosed herein, as at the Latest Practicable Date, Mr. Li did not have any other interests in the Shares, underlying shares and debentures of the Company within the meaning of Part XV of the SFO.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Matters that need to be brought to the attention of the Shareholders

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr. Li that need to be brought to the attention of the Shareholders.

(5) Mr. Wu Zhanjiang

Mr. Wu Zhanjiang (“Mr. Wu”), aged 49, is a founder of the Group and an executive Director. Mr. Wu is primarily responsible for technological research and development of the Group.

Experience

Mr. Wu Zhanjiang graduated from the North China Electric Power University and obtained a master’s degree in Automation of Electric Power System in March 1996. Mr. Wu Zhanjiang graduated from China Europe International Business School obtained EMBA certificate in 2015.

Mr. Wu has over 20 years of experience in the electric power industry in the PRC and has accumulated abundant experience in research and development and its application of smart energy related technologies. Mr. Wu started his career as a teaching staff in the North China Electric Power University between July 1996 and January 1999.

In May 2011, Mr. Wu founded 北京愛朗格瑞科技有限公司 (Beijing Along Grid Technology Company Limited) through 北京艾格瑞德科技有限公司 (Beijing iGrid Technology Company Limited), together with Mr. Wang Dongbin, Mr. Li Kangying and Mr. Cao Wei to engage in the sale of Software Systems for electric power grid companies and electric power distribution companies in the PRC. As at the Latest Practicable Date, Mr. Wu was a director of UNION SINO HOLDINGS LIMITED, 北京艾普智城網絡科技有限公司 (Beijing iPole Smart City Internet Technology Company Limited), 北京北控智科能源互聯網有限公司 (Beijing Enterprise Smart City Energy Internet Company Limited) and 北京愛朗格瑞科技有限公司 (Beijing Along Grid Technology Company Limited*).

Length of service and emoluments

Mr. Wu has entered into a service contract with the Company pursuant to which Mr. Wu agreed to act as executive Director for an initial term of three years with effect from 24 July 2018, subject to re-election at general meetings in accordance with the Company’s Articles of Association. The term of service shall be renewed and extended automatically by one year on the expiry of such initial term and on the expiry of every successive period of one year thereafter, unless either party has given at least three months’ written notice of non-renewal before the expiry of the then existing term.

Mr. Wu is entitled to a basic salary of HK$120,000 per annum (subject to an annual increment at the discretion of the Directors of not more than 5% of the annual salary immediately prior to such increase). In addition, Mr. Wu is also entitled to a discretionary

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

management bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company may not exceed 10% of the audited consolidated net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary items) in respect of that financial year of the Company.

Relationships

Save as disclosed above, Mr. Wu did not hold any other directorship in other listed public companies in Hong Kong or overseas in the last three years, and Mr. Wu is not related to any Directors, senior management, other substantial or controlling Shareholders (as defined in the Listing Rules) of the Company, nor does Mr. Wu hold any other positions with the Company or any of its subsidiaries.

Interests in Shares

As at the Latest Practicable Date, Mr. Wu was interested in 60,000,000 Shares, representing approximately 15.75% of the Company’s total issued Shares under Part XV of the SFO. Save as disclosed herein, as at the Latest Practicable Date, Mr. Wu did not have any other interests in the Shares, underlying shares and debentures of the Company within the meaning of Part XV of the SFO.

Matters that need to be brought to the attention of the Shareholders

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr. Wu that need to be brought to the attention of the Shareholders.

• For identification purposes only

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APPENDIX II EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

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 Annual General Meeting in relation to the granting of the Share Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 381,072,000 Shares.

Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 381,072,000 Shares, the Directors would be authorized under the Share Buy-back Mandate to buy back, during the period in which the Share Buy- back Mandate remains in force (equivalent to 38,107,200 Shares, representing 10% of the number of issued shares of the Company as at the date of the Annual General Meeting).

2. REASONS FOR BUY-BACK OF SHARES

The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole.

Buy-back of Shares 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 buy-back will benefit the Company and the Shareholders as a whole.

3. FUNDING OF BUY-BACK

In buying back Shares, the Company will only apply funds legally available for such purpose in accordance with its Articles of Association and the laws of the Cayman Islands which is ensured by internal resources of the Group.

4. IMPACT OF BUY-BACK

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 consolidated financial statements of the Company for the year ended 31 March 2018) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back 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.

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APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

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 2 March 2018 (the “Listing Date”) up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2018
March (from 2 March 2018)	1.78	0.94
April	0.96	0.70
May	1.19	0.70
June	1.10	0.76
July (up to the Latest Practicable Date)	1.00	0.72

6. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

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 Share Buy-back 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 Share Buy-back Mandate is approved by the Shareholders.

7. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

8. EFFECT OF THE TAKEOVERS CODE

If as a result of a buy-back of Shares pursuant to the Share Buy-back 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 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 Shareholders’ interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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APPENDIX II EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or to the best knowledge of the Directors, the following substantial Shareholders (as defined in the Listing Rules) of the Company were directly or indirectly interested in 5% or more of the issued capital of the Company. Their respective interests as at the Latest Practicable Date is shown under the column “Before buy-back” while their respective interests in the event that the Directors exercise in full the power to buy back Shares in accordance with the terms of the ordinary resolution in relation to the Share Buy-back Mandate to be proposed at the Annual General Meeting (and assuming that the issued share capital of the Company remains unchanged up to the date of the Annual General Meeting) is shown under the column “After buy-back”:

		No. of Shares	No. of Shares	Before
		held		buy-back	After buy-back
				(approximately	(approximately
				%)	%)
Chance Talent Management Limited (Note 1)		45,072,000		11.82%	13.14%
CCBI Investments Limited _(Note _	1)	45,072,000		11.82%	13.14%
CCB International (Holdings) Limited (Note 1)		45,072,000		11.82%	13.14%
CCB Financial Holdings Limited (Note 1)		45,072,000		11.82%	13.14%
CCB International Group Holdings Limited (Note 1)		45,072,000		11.82%	13.14%
China Construction Bank Corporation (Note 1)		45,072,000		11.82%	13.14%
Central Huijin Investment Limited (Note 1)		45,072,000		11.82%	13.14%
LONG EAGLE INTERNATIONAL LIMITED (Note 2)		60,000,000		15.75%	17.49%
Cao Wei (Note 2)		60,000,000		15.75%	17.49%
Wang Jiangping (Note 2)		60,000,000		15.75%	17.49%
MAIN WEALTH DEVELOPMENT LIMITED (Note 3)		60,000,000		15.75%	17.49%
Li Kangying (Note 3)		60,000,000		15.75%	17.49%
An Ning (Note 3)		60,000,000		15.75%	17.49%
SMART EAST LIMITED (Note 4)		60,000,000		15.75%	17.49%
Wang Dongbin (Note 4)		60,000,000		15.75%	17.49%
Xiong Weiqin (Note 4)		60,000,000		15.75%	17.49%
UNION SINO HOLDINGS LIMITED (Note 5)		60,000,000		15.75%	17.49%
Wu Zhanjiang (Note 5)		60,000,000		15.75%	17.49%
Zhang Jianhua (Note 5)		60,000,000		15.75%	17.49%

The above are calculated based on issued Shares of 381,072,000 as at the Latest Practicable

Date.

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APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

Notes:

1. These Shares were held by Chance Talent Management Limited. China Construction Bank Corporation was owned by Central Huijin Investment Limited as to approximately 57.31% as at the Latest Practicable Date. CCB International Group Holdings Limited was wholly owned by China Construction Bank Corporation as at the Latest Practicable Date. CCB Financial Holdings Limited was wholly owned by CCB International Group Holdings Limited as at the Latest Practicable Date. CCB International (Holdings) Limited was wholly owned by CCB Financial Holdings Limited as at the Latest Practicable Date. CCBI Investments Limited was wholly owned by CCB International (Holdings) Limited as at the Latest Practicable Date. Chance Talent Management Limited was wholly owned by CCBI Investments Limited as at the Latest Practicable Date. Each of Central Huijin Investment Limited, China Construction Bank Corporation, CCB International Group Holdings Limited, CCB Financial Holdings Limited, CCB International (Holdings) Limited and CCBI Investments Limited is deemed to be interested in the Shares which Chance Talent Management Limited is interested in.

2. These Shares were held by LONG EAGLE INTERNATIONAL LIMITED, which was wholly owned by Mr. Cao Wei as at the Latest Practicable Date and Ms. Wang Jiangping is the spouse of Mr. Cao Wei.

3. These Shares were held by MAIN WEALTH DEVELOPMENT LIMITED, which was wholly owned by Mr. Li Kangying as at the Latest Practicable Date and Ms. An Ning is the spouse of Mr. Li Kangying.

4. These Shares were held by SMART EAST LIMITED, which was wholly owned by Mr. Wang Dongbin as at the Latest Practicable Date and Ms. Xiong Weiqin is the spouse of Mr. Wang Dongbin.

5. These Shares were held by UNION SINO HOLDINGS LIMITED, which was wholly owned by Mr. Wu Zhanjiang as at the Latest Practicable Date and Ms. Zhang Jianhua is the spouse of Mr. Wu Zhanjiang.

In the event that the Directors shall exercise in full the Share Buy-back Mandate, the total interests of the above substantial Shareholders would be increased to approximately the respective percentages shown in the last column above (if they do not participate in such repurchase).

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. As at the Latest Practicable Date, none of the Shareholders or a group of Shareholders acting in concert (within the meaning under the Takeovers Code) could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage of 25% as required by the Listing Rules.

9. BUY-BACK OF SHARES MADE BY THE COMPANY

During the period from 2 March 2018 (Listing Date) up to the Latest Practicable Date, the Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

OneForce Holdings Limited 元力控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1933)

Notice is hereby given that an Annual General Meeting of OneForce Holdings Limited (the “Company”) will be held at 9/F, Block E, No. 9 3[rd] Shangdi Street, Beijing, China on Friday, 14 September 2018 at 10:00 am for the following purposes:

1. To consider and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 March 2018.

2. To consider and approve, each as a separate resolution, if thought fit, the following resolutions:

3. (a) to re-elect Mr. Ng Kong Fat as an independent non-executive director of the Company;

4. (b) to re-elect Mr. Han Bin as an independent non-executive director of the Company;

5. (c) to re-elect Mr. Wang Peng as an independent non-executive director of the Company;

6. (d) to re-elect Mr. Li Kangying as an executive director of the Company;

7. (e) to re-elect Mr. Wu Zhanjiang as an executive director of the Company; and

8. (f) to authorise the board of directors of the Company to fix the respective directors’ remuneration.

9. To re-appoint auditors and to authorize the board of directors to fix their remuneration.

10. 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 of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buyback its shares in accordance with all applicable laws, rules and regulations of The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the total number of shares of the Company to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution); 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 articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

• 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 during the Relevant Period (as defined below) to allot, issue and deal with additional shares of the Company and to make or grant offers, options, warrants or rights to subscribe for, or to convert any securities (including bonds and convertible debentures) into, shares of the Company which might require the exercise of such powers;

• (b) the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers, options, warrants or rights to subscribe for, or to convert any securities (including bonds and convertible debentures) into, shares of the Company 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 by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

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

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares;

• (iii) the exercise of options under a share option scheme of the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or right to acquire Shares; or

• (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution); 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 articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

“Right Issue” means an offer of shares of the Company open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares of the Company or class thereof (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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”

1. 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 4 and 5 of the notice convening this meeting (the “Notice”), the general mandate referred to in the

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NOTICE OF ANNUAL GENERAL MEETING

resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares of the Company bought back by the Company pursuant to the mandate referred to in the resolution set out in item 4 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.”

By Order of the Board OneForce Holdings Limited Wang Dongbin Chairman

Beijing, China, 27 July 2018

Notes:

1. All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

3. 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 certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 10:00 am on Wednesday, 12 September 2018 (Hong Kong time). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. Where there are joint holders of any share of the Company, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such 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.

5. For determining the entitlement to attend and vote at the Annual General Meeting, the Register of Members of the Company will be closed from Tuesday, 11 September 2018 to Friday, 14 September 2018, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 pm on Monday, 10 September 2018, being the last registration date.

6. If Typhoon Warning Signal No. 8 or above remains hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 8: 00 a.m. on the date of the Annual General Meeting, the Annual General Meeting will be postponed or adjourned. The Company will post an announcement on the Company’s website at www.oneforce.com.cn and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk to notify shareholders of the date, time and place of the rescheduled meeting. The meeting will be held as schedule when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

As at the date of this notice, the Board comprises Mr. Wang Dongbin, Mr. Wu Hongyuan, Mr. Li Kangying and Mr. Wu Zhanjiang as executive Directors and Mr. Ng Kong Fat, Mr. Han Bin and Mr. Wang Peng as independent non-executive Directors.

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