WH Group Limited — AGM Information 2016

Jul 28, 2016

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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Baoli Technologies Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

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China Baoli Technologies Holdings Limited 中國寶力科技控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS, THE GRANT OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, REFRESHMENT OF SCHEME MANDATE LIMIT AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Island Ballroom A, Level 5, Island Shangri-La, Hong Kong at Two Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 2 September 2016 at 3:00 p.m. is set out on pages 18 to 23 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you intend to attend and vote at the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

29 July 2016

CONTENTS

	Pages
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandates to Issue Shares and to Repurchase Shares . . . . . . . . . . . . . . . . . . . .	4
Refreshment of the Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I – Details of Retiring Directors Proposed for Re-election. . . . . . . . . . .	10
Appendix II – Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

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 Island Ballroom A, Level 5, Island Shangri-La, Hong Kong at Two Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 2 September 2016 at 3:00 p.m.

“Board”

the board of Directors

“Bye-laws”

the bye-laws of the Company

“Company”

China Baoli Technologies Holdings Limited, an exempted company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange

“Directors”

the directors of the Company

“Group”

the Company and its subsidiaries

“HK$”

Hong Kong dollar, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

“Issue Mandate”

the proposed general mandate to be granted to the Directors to allot, issue and deal with new Shares not exceeding 20% of the total number of issued Shares as at the date of the passing of the ordinary resolution granting such mandate

“Latest Practicable Date”

21 July 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“Options” the options granted under the Share Option Scheme to subscribe for Shares in accordance with the terms of the Share Option Scheme “Repurchase Mandate” the proposed general mandate to be granted to the Directors to permit the repurchase of fully paid up Shares of up to 10% of the total number of issued Shares as at the date of the passing of the ordinary resolution granting such mandate “Scheme Mandate Limit” the maximum number of Shares which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

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

• “Share(s)” share(s) of HK$0.01 each in the capital of the Company “Share Option Scheme” the share option scheme adopted by the Company on 22 August 2011

• “Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeovers Code” the Code on Takeovers and Mergers as approved by the Securities and Futures Commission “%” per cent.

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LETTER FROM THE BOARD

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China Baoli Technologies Holdings Limited 中國寶力科技控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

Executive Directors: Registered office: Yeung Chun Wai, Anthony Clarendon House Chu Wei Ning 2 Church Street Chen Domingo Hamilton HM11 Wong King Shiu, Daniel Bermuda Independent non-executive Directors: Principal place of business: Chan Chi Yuen Suites 3401-3413, 34/F. Lee Chi Ming Two Pacific Place Wong Hoi Kuen 88 Queensway Hong Kong 29 July 2016

To the Shareholders and, for information only, holders of the Options

Dear Sir/Madam,

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS, THE GRANT OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, REFRESHMENT OF SCHEME MANDATE LIMIT AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM in relation to (i) the re-election of retiring Directors; (ii) the Issue Mandate and the extension of the Issue Mandate; (iii) the Repurchase Mandate and; (iv) the refreshment of the Scheme Mandate Limit.

– 3 –

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 87(2), Mr. Wong King Shiu, Daniel, Mr. Chan Chi Yuen and Mr. Wong Hoi Kuen shall retire from office at the AGM and, being eligible, have offered themselves for re-election at the AGM. Details of the retiring Directors proposed for re-election at the AGM are set out in Appendix I of this circular.

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 1 September 2015, the Shareholders passed resolutions granting the Directors general mandates to allot and issue new Shares and to repurchase Shares. Such mandates will expire and lapse at the conclusion of the AGM. It is therefore proposed to renew the general mandates to allot, issue and deal with new Shares and to repurchase Shares at the AGM.

The Issue Mandate

At the AGM, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Issue Mandate which will enable the Directors to exercise the power of the Company to allot, issue and otherwise deal with new Shares not exceeding 20% of the total number of issued Shares as at the date of passing such resolution. In addition, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the extension of the Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Issue Mandate the number of Shares repurchased under the Repurchase Mandate, if granted.

As at the Latest Practicable Date, the total number of issued Shares was 32,557,195,617 Shares. Assuming that there is no change in the issued Shares between the Latest Practicable Date and the date of passing the resolution approving the Issue Mandate, the maximum number of Shares which may be issued pursuant to the Issue Mandate will be 6,511,439,123 Shares.

Details of the Issue Mandate and the extension of the Issue Mandate are respectively set out in the ordinary resolutions numbered 4 and 6 in the notice of the AGM set out on pages 18 to 21 of this circular.

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LETTER FROM THE BOARD

The Repurchase Mandate

At the AGM, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Repurchase Mandate which will enable the Directors to exercise the power of the Company to repurchase Shares up to 10% of the total number of issued Shares as at the date of passing such resolution. The Company’s authority is restricted to repurchase Shares in the market in accordance with the Listing Rules.

As at the Latest Practicable Date, the total number of issued Shares was 32,557,195,617 Shares. Assuming that there is no change in the issued Shares between the Latest Practicable Date and the date of passing the resolution approving the Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 3,255,719,561 Shares.

Pursuant to the Listing Rules, an explanatory statement containing all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate is set out in Appendix II of this circular.

Details of the Repurchase Mandate are set out in the ordinary resolution numbered 5 in the notice of the AGM set out on pages 20 to 21 of this circular.

Both the Issue Mandate and the Repurchase Mandate will expire upon 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 Bye-laws or any applicable law to be held; and

• (iii) the revocation or variation of such authority by an ordinary resolution of the Shareholders in general meeting.

– 5 –

LETTER FROM THE BOARD

REFRESHMENT OF THE SCHEME MANDATE LIMIT

The Company adopted the Share Option Scheme on 22 August 2011. Apart from the Share Option Scheme, the Company had no other share option scheme in effect as at the Latest Practicable Date. Subject to prior Shareholders’ approval, the Company may, at any time thereafter, refresh the Scheme Mandate Limit to the extent not exceeding 10% of the Shares in issue as at the date of the aforesaid Shareholders’ approval.

The existing Scheme Mandate Limit is 739,169,561 Shares, being 10% of the Shares issued as at the date of refreshment thereof at the special general meeting of the Company held on 29 October 2014, representing approximately 2.27% of the Shares in issue as at the Latest Practicable Date.

As at the Latest Practicable Date, Options carrying the rights to subscribe for 730,820,000 Shares were granted under the existing Scheme Mandate Limit, representing approximately 9.89% of the Shares in issue as at the date of refreshment of the existing Scheme Mandate Limit on 29 October 2014 and approximately 2.24% of the Shares in issue as at the Latest Practicable Date. As at the Latest Practicable Date, none of the 730,820,000 Options granted had been exercised, cancelled or lapsed and accordingly the Company had 730,820,000 Options outstanding as at the Latest Practicable Date.

A breakdown setting out the number of Options outstanding and their respective exercise price and their respective exercisable period under the Share Option Scheme as at the Latest Practicable Date is as follows:

Category of participant Exercisable period Exercise price per Share Directors Mr. Yeung Chun Wai, Anthony 27/06/2016 to 26/06/2018 HK$0.239 Ms. Chu Wei Ning 27/06/2016 to 26/06/2018 HK$0.239 Mr. Chen Domingo 27/06/2016 to 26/06/2018 HK$0.239 Other eligible participants 27/06/2016 to 26/06/2018 HK$0.239 Total:	Number of Options outstanding as at the Latest Practicable Date 200,000,000 300,000,000 30,000,000 200,820,000
	730,820,000

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LETTER FROM THE BOARD

The grant of Options to each of the Directors named above had been approved by the independent non-executive Directors in accordance with the Listing Rules and the Share Option Scheme. Save as disclosed above, to the best knowledge and belief of the Directors, none of the grantees of the Options is a Director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company, nor an associate (as defined in the Listing Rules) of any of them.

It is proposed that subject to the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in the Shares to be issued pursuant to the exercise of Options granted under the refreshed Scheme Mandate Limit and the passing of the relevant resolution at the AGM, the Scheme Mandate Limit be refreshed so that the total number of Shares, which may be issued upon exercise of all Options to be granted under the Scheme Mandate Limit as refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the relevant resolution by the Shareholders at the AGM. Options previously granted under the Share Option Scheme (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.

As at the Latest Practicable Date, the Company had 32,557,195,617 Shares in issue. Pursuant to the terms of the Share Option Scheme and in compliance with the Listing Rules, the maximum number of Shares, which may be issued upon the exercise of all the Options to be granted under the Scheme Mandate Limit as refreshed should be 3,255,719,561 Shares (assuming no further issue or repurchase of Shares prior to the AGM).

Pursuant to the Listing Rules, the Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and any other option scheme(s) of the Company (or its subsidiaries) at any time shall not exceed 30% of the Shares in issue from time to time. No options shall be granted under the Share Option Scheme or any other scheme(s) of the Company (or its subsidiaries) if this will result in the 30% limit being exceeded.

Reasons for the refreshment of the Scheme Mandate Limit

In view of the substantial increase in the issued Shares in April 2016 and only 8,349,561 Options carrying the rights to subscribe for 8,349,561 Shares are available to be granted under the existing Scheme Mandate Limit, representing approximately 0.03% of the Shares in issue as at the Latest Practicable Date, the Directors consider that it is in the interests of the Company and the Shareholders as a whole to refresh the Scheme Mandate Limit in order to provide the Company with greater flexibility in granting share options to the eligible participants (including employees and Directors) of the Company under the Share Option Scheme as incentives to reward their contribution or potential contribution to the Company.

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LETTER FROM THE BOARD

Conditions of the refreshment of the Scheme Mandate Limit

The proposed refreshment of the Scheme Mandate Limit is conditional upon:

• (i) the passing of the ordinary resolution by the Shareholders at the AGM to approve the proposed refreshment of the Scheme Mandate Limit; and

• (ii) the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be allotted and issued pursuant to the exercise of Options granted under the refreshed Scheme Mandate Limit.

Application for listing

Application will be made to the Stock Exchange for granting approval of the listing of, and permission to deal in, the Shares which may be issued upon exercise of Options to be granted under the refreshed Scheme Mandate Limit.

Details of the refreshment of the Scheme Mandate Limit are set out in the ordinary resolution numbered 7 in the notice of the AGM set out on page 22 of this circular.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Island Ballroom A, Level 5, Island Shangri-La, Hong Kong at Two Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 2 September 2016 at 3:00 p.m. is set out on pages 18 to 23 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders in relation to the resolutions to be proposed at the AGM will be taken by poll. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

As at the Latest Practicable Date, to the best of Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has any material interest in the resolutions to be proposed at the AGM and therefore, no Shareholder is required to abstain from voting at the AGM.

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LETTER FROM THE BOARD

Whether or not you intend to attend and vote at the AGM in person, you are requested to complete 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 Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

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.

RECOMMENDATION

The Directors consider that the proposals for re-election of the retiring Directors, granting of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate and the refreshment of the Scheme Mandate Limit are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is also drawn to the information as set out in the Appendices to this circular.

Yours faithfully, By order of the Board China Baoli Technologies Holdings Limited Yeung Chun Wai, Anthony Chairman

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Bye-laws and the Listing Rules:

Mr. Wong King Shiu, Daniel , aged 56, is an executive Director. Mr. Wong joined the Board on 13 January 2012. Prior to that, Mr. Wong has been the vice president of the Group since 2010. He is responsible for the overall strategic management, development and marketing of the resources projects. He has over 13 years of experience in natural resources industry and served as an executive director in a natural resources company which is listed in Hong Kong. He also has extensive experience in the management and development of natural resources projects in China.

Mr. Wong is an authorised representative of the Company and a director of various subsidiaries of the Group. Save as disclosed above, Mr. Wong does not hold any other position with the Company or other members of the Group, nor did he act as director in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years preceding the date hereof.

Mr. Wong does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Wong had beneficial interest in 3,000,000 Shares. Save as disclosed above, Mr. Wong does not have any other interest in the securities of the Company within the meaning of Part XV of the SFO.

Pursuant to the service contract entered into between Mr. Wong and the Company, he has no fixed term of service with the Company but will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Currently Mr. Wong is entitled to receive an annual salary package of HK$540,000 and discretionary bonus which shall be reviewed by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market condition, and subject to the approval of the Shareholders.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Pursuant to the Regulatory Announcement & News of the Stock Exchange dated 16 October 2008, Mr. Wong as a former director, together with another former director of China Oil And Gas Group Limited, had admitted breaching the Directors’ Declaration, Undertaking and Acknowledgement with regard to directors given by each of them to the Stock Exchange in the form set out in Appendix 5B to the Listing Rules in failing to use their best endeavours to procure China Oil And Gas Group Limited’s compliance with the Listing Rules in relation to the failure of China Oil And Gas Group Limited to publish its annual results and annual report for the year ended 31 July 2005 by 30 November 2005 and interim results and interim report for the six months ended 31 January 2006 by 30 April 2006. Accordingly, the Listing Committee publicly criticised Mr. Wong and another former director of China Oil And Gas Group Limited for their respective breaches mentioned above.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Chan Chi Yuen , aged 49, is an independent non-executive Director. Mr. Chan joined the Board on 30 April 2006. He holds a bachelor degree in Business Administration and a master of science degree in Corporate Governance and Directorship. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants and an associate member of the Institute of Chartered Accountants in England and Wales. Mr. Chan is a practicing certified public accountant and has extensive experience in accounting, taxation, financial management, corporate finance and corporate governance. He is currently an executive director of Noble Century Investment Holdings Limited (stock code: 2322) and e-Kong Group Limited (stock code: 524), the Chairman and an executive director of Kate China Holdings Limited (stock code: 8125), and an independent non-executive director of Asia Energy Logistics Group Limited (stock code: 351), Jun Yang Financial Holdings Limited (stock code: 397), Media Asia Group Holdings Limited (stock code: 8075), New Times Energy Corporation Limited (stock code: 166) (redesignated from non-executive director with effect from 18 May 2012), U-RIGHT International Holdings Limited (stock code: 627) and Leyou Technologies Holdings Limited (stock code: 1089), all of which are listed companies in Hong Kong. Mr. Chan was an executive director of Kong Sun Holdings Limited (stock code: 295) from February 2007 to November 2009 and from December 2011 to September 2013, an executive director of China Minsheng Drawin Technology Group Limited (stock code: 726) from December 2013 to July 2015, an executive director of Co-Prosperity Holdings Limited (stock code: 707) from 11 December 2014 to 9 October 2015, and an independent non-executive director of China Sandi Holdings Limited (stock code: 910) from September 2009 to July 2014.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chan is the chairman of the remuneration committee, and a member of the audit committee and nomination committee of the Company. Save as disclosed above, Mr. Chan does not hold any other position with the Company or other members of the Group, nor did he act as director in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years preceding the date hereof.

Mr. Chan does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Chan had beneficial interest in 4,750,000 Shares. Save as disclosed above, Mr. Chan does not have any other interest in the securities of the Company within the meaning of Part XV of the SFO.

Pursuant to the service contract entered into between Mr. Chan and the Company, he has no fixed term of service with the Company but will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Currently Mr. Chan is entitled to receive an annual director’s fee of HK$120,000. His director’s remuneration shall be reviewed by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market condition, and subject to the approval of the Shareholders.

Mr. Chan has served the Company for more than nine years. The Board considers that Mr. Chan continues to be independent and should be re-elected as he has met the independence guidelines as set out in Rule 3.13 of the Listing Rules and has given an annual confirmation of independence to the Company. In addition, the Board is of the view that his duration of service will not interfere with his exercise of independent judgment in carrying out the duties and responsibilities as an independent non-executive Director and that he will be able to maintain an independent view of the Group’s businesses and affairs.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Wong Hoi Kuen , aged 55, is an independent non-executive Director. Mr. Wong joined the Board on 13 February 2006. He is a practising certified public accountant in Hong Kong and a chartered accountant in the United Kingdom. Mr. Wong is a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants and an associate member of the Institute of Chartered Accountants in England and Wales. He also serves as an independent non-executive director of Sino Resources Group Limited (stock code: 223), a listed company in Hong Kong.

Mr. Wong is a member of the audit committee, remuneration committee and nomination committee of the Company. Save as disclosed above, Mr. Wong does not hold any other position with the Company or other members of the Group, nor did he act as director in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years preceding the date hereof.

Mr. Wong does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Wong did not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Pursuant to the service contract entered into between Mr. Wong and the Company, he has no fixed term of service with the Company but will be subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the Bye-laws. Currently Mr. Wong is entitled to receive an annual director’s fee of HK$120,000. His director’s remuneration shall be reviewed by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market condition, and subject to the approval of the Shareholders.

Mr. Wong has served the Company for more than nine years. The Board considers that Mr. Wong continues to be independent and should be re-elected as he has met the independence guidelines as set out in Rule 3.13 of the Listing Rules and has given an annual confirmation of independence to the Company. In addition, the Board is of the view that his duration of service will not interfere with his exercise of independent judgment in carrying out the duties and responsibilities as an independent non-executive Director and that he will be able to maintain an independent view of the Group’s businesses and affairs.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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EXPLANATORY STATEMENT

APPENDIX II

This appendix serves as an explanatory statement required by the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM to approve the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares was 32,557,195,617 Shares.

Subject to the passing of the proposed ordinary resolution approving the Repurchase Mandate and on the basis that there is no change in the issued Shares prior to the AGM, the exercise of the Repurchase Mandate in full would enable the Company to repurchase up to 3,255,719,561 Shares, representing 10% of the total number of issued Shares as at the Latest Practicable Date, during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company following the passing of the resolution referred to herein; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable law to be held; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

2. REASONS FOR SHARE REPURCHASES

Although the Directors have no present intention of repurchasing Shares, they believe that it is in the best interests of the Company and the Shareholders to continue to have a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

It is envisaged that any repurchase of Shares would be financed out of funds which are legally available for such purpose in accordance with the memorandum of association and Bye-laws of the Company, the Listing Rules and the applicable laws of Bermuda. Under the laws of Bermuda, the repurchased Shares will be cancelled and the Company’s issued share capital will be reduced by the nominal value of those repurchased Shares accordingly.

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EXPLANATORY STATEMENT

APPENDIX II

The Directors are not aware of any material adverse impact on the working capital or gearing level of the Company as compared with the position disclosed in its most recent published audited financial statements as at 31 March 2016 in the event that the Repurchase Mandate is exercised in full. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing level of the Company which in the opinion of the Directors is from time to time appropriate for the Company.

4. SHARE PRICES

The highest and lowest market prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2015
July	0.495	0.172
August	0.400	0.225
September	0.300	0.197
October	0.260	0.223
November	0.305	0.234
December	0.275	0.200
2016
January	0.260	0.171
February	0.265	0.195
March	0.270	0.185
April	0.325	0.244
May	0.370	0.210
June	0.340	0.205
July (up to the Latest Practicable Date)	0.275	0.203

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EXPLANATORY STATEMENT

APPENDIX II

5. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, none of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) had any present intention to sell any Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) has notified the Company that he/she has any present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Repurchase Mandate in accordance with the memorandum of association and Bye-laws of the Company, the Listing Rules and the applicable laws of Bermuda.

7. EFFECT OF THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX II

As at the Latest Practicable Date, no Shareholder was interested in more than 10% of the issued Shares then in issue. On the basis that no further Shares are issued and there is no change of the shareholding structure, an exercise of the Repurchase Mandate in full will not result in any Shareholders becoming obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

At as the Latest Practicable Date, the Directors had no intention to exercise any of the Repurchase Mandate to such an extent that would result in a requirement of any Shareholders, or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.

8. SHARE REPURCHASES BY THE COMPANY

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

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China Baoli Technologies Holdings Limited 中國寶力科技控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of China Baoli Technologies Holdings Limited (the “Company”) will be held at Island Ballroom A, Level 5, Island Shangri-La, Hong Kong at Two Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 2 September 2016 at 3:00 p.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive the audited financial statements of the Company for the year ended 31 March 2016 together with the reports of the directors and auditor thereon.

2. To re-elect retiring directors and to authorise the board of directors of the Company to fix the directors’ remuneration.

3. To re-appoint Ting Ho Kwan & Chan CPA Limited as the auditor of the Company and to authorise the board of directors to fix their remuneration.

AS SPECIAL BUSINESS

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the “Shares”) and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which might require the exercise of such power after the end of the Relevant Period;

• (c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the general mandate in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) 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 bye-laws of the Company or (iii) any grant or exercise of any option granted under any scheme or similar arrangement for the time being adopted for the grant or issue of options to subscribe for, or rights to acquire Shares or (iv) the exercise of any rights of subscription or conversion under any existing warrants, bonds, debentures, notes and other securities issued by the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed 20% of the total number of issued Shares as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution,

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

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

  • (bb) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

  • (cc) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) “Rights Issue” means an offer of Shares or issue of options, warrants, or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate, such other securities), 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 jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company.”

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

“ THAT :

• (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognized 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/or requirements of the Stock Exchange or other applicable rules and regulations as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall, in addition to any other authorisation given to the Directors, authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its own Shares at a price to be determined by the Directors;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the total number of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company during the Relevant Period pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued Shares as at the date of the 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 bye-laws of the Company or any applicable law to be held; and

  • (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

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

“ THAT conditional upon the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors and for the time being in force to exercise the power of the Company to allot, issue or otherwise deal with Shares pursuant to the said resolution numbered 4 be and is hereby extended by the addition thereto of an amount representing the total number of Shares repurchased by the Company under the authority granted pursuant to the said resolution numbered 5, provided that such amount shall not exceed 10% of the total number of issued Shares as at the date of passing of the said resolution numbered 5.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options which may be granted under the refreshed scheme mandate limit (the “Scheme Mandate Limit”) under the share option scheme adopted by the Company on 22 August 2011 (the “Scheme”) in the manner as set out in paragraph (a) of this resolution below,

• (a) the refreshment of the Scheme Mandate Limit be and is hereby approved provided that the total number of Shares which may be allotted and issued upon exercise of any options to be granted under the Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Scheme) shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution; and

• (b) the Directors be and are hereby authorized to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

By order of the board China Baoli Technologies Holdings Limited Yeung Chun Wai, Anthony Chairman

Hong Kong, 29 July 2016

As at the date hereof, the executive Directors are Mr. Yeung Chun Wai, Anthony, Ms. Chu Wei Ning, Mr. Chen Domingo and Mr. Wong King Shiu, Daniel; and the independent non-executive Directors are Mr. Wong Hoi Kuen, Mr. Chan Chi Yuen and Mr. Lee Chi Ming.

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any shareholder entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more Shares may appoint more than one proxy to attend and vote on the same occasion.

2. Where there are joint registered holders of any Share(s), any one of such joint holders may attend and vote at the Meeting, either in person or by proxy in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting or any adjourned meeting thereof (as the case may be), the more senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

3. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

4. Completion and return of the form of proxy will not preclude members from attending and voting at the Meeting or any adjourned meeting thereof (as the case may be) should they so wish and in such event, the form of proxy shall be deemed to be revoked.

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