WH Group Limited — AGM Information 2018

Sep 18, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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 OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of the shareholders of China Baoli Technologies Holdings Limited (the ‘‘Company’’) will be held on Monday, 8 October 2018 at 3: 00 p.m. at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong for the following purposes:

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

• a. ‘‘THAT the grant of the specific mandate regarding the allotment and issue of new shares of the Company of par value HK$0.10 each (the ‘‘Shares’’) to the trustee to hold on trust for selected employees who are Directors and/or directors of certain subsidiaries of the Company, accordingly connected persons (as defined in Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) of the Company, and are selected by the board of directors of the Company for participation in the share award scheme adopted by the Company on 15 January 2018 (the ‘‘Share Award Scheme’’) (a copy of which has been produced at the SGM marked ‘‘A’’ and signed by the chairman of the SGM for the purpose of identification) (the ‘‘Specific Mandate’’) to the directors of the Company (the ‘‘Directors’’) in respect of 80,000 awarded Shares to Mr. Zhang Yi, the grant of 80,000 awarded Shares pursuant to the Share Award Scheme to Mr. Zhang Yi and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;’’

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• b. ‘‘THAT the grant of the Specific Mandate to the Directors in respect of 30,000,000 awarded Shares to Ms. Chu Wei Ning, the grant of 30,000,000 awarded Shares pursuant to the Share Award Scheme to Ms. Chu Wei Ning and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;’’

• c. ‘‘THAT the grant of the Specific Mandate to the Directors in respect of 30,000,000 awarded Shares to Mr. Yeung Chun Wai, Anthony, the grant of 30,000,000 awarded Shares pursuant to the Share Award Scheme to Mr. Yeung Chun Wai, Anthony and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;’’

• d. ‘‘THAT the grant of the Specific Mandate to the Directors in respect of 80,000 awarded Shares to Mr. Wong King Shiu, Daniel, the grant of 80,000 awarded Shares pursuant to the Share Award Scheme to Mr. Wong King Shiu, Daniel and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;’’

• e. ‘‘THAT the grant of the Specific Mandate to the Directors in respect of 80,000 awarded Shares to Mr. Chan Chi Yuen, the grant of 80,000 awarded Shares pursuant to the Share Award Scheme to Mr. Chan Chi Yuen and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;’’

• f. ‘‘THAT the grant of the Specific Mandate to the Directors in respect of 25,000 awarded Shares to Mr. Chan Kee Huen, Michael, the grant of 25,000 awarded Shares pursuant to the Share Award Scheme to Mr. Chan Kee Huen, Michael and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;’’

• g. ‘‘THAT the grant of the Specific Mandate to the Directors in respect of 25,000 awarded Shares to Mr. Han Chunjian, the grant of 25,000 awarded Shares pursuant to the Share Award Scheme to Mr. Han Chunjian and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;’’ and

• h. ‘‘THAT the grant of the Specific Mandate to the Directors in respect of 30,000,000 awarded Shares to Mr. Sie Winston, the grant of 30,000,000 awarded Shares pursuant to the Share Award Scheme to Mr. Sie Winston and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified.’’

By order of the Board

China Baoli Technologies Holdings Limited Zhang Yi Chairman

Hong Kong, 19 September 2018

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Notes:

1. Any shareholder entitled to attend and vote at the SGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. 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 SGM, 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 SGM or any adjournment 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 branch share registrar of the Company 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 SGM or any adjournment thereof (as the case may be).

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

5. The register of members of the Company will be closed from Wednesday, 3 October 2018 to Monday, 8 October 2018, both days inclusive, during which period no transfer of shares will be registered. In order to determine the identity of the shareholders who are entitled to attend and vote at the SGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with 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, not later than 4: 30 p.m. on Tuesday, 2 October 2018.

As at the date of this notice, the executive directors of the Company are Mr. Zhang Yi (Chairman), Ms. Chu Wei Ning (Chief Executive Officer), Mr. Yeung Chun Wai, Anthony and Mr. Wong King Shiu, Daniel; and the independent non-executive directors of the Company are Mr. Chan Chi Yuen, Mr. Chan Fong Kong, Francis, Mr. Chan Kee Huen, Michael and Mr. Han Chunjian.

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