WH Group Limited — AGM Information 2020

Sep 1, 2020

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares of China Baoli Technologies Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

This circular is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities mentioned herein.

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.

==> picture [35 x 53] intentionally omitted <==

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, GRANT OF GENERAL MANDATES

TO ISSUE SHARES AND BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held on Wednesday, 30 September 2020 at 3: 00 p.m. at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong is set out on pages 15 to 18 of this circular and a form of proxy for the AGM is despatched together with this circular.

Whether or not you are able to attend the AGM, you are requested to complete, sign and return the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at such meeting or any adjournment meeting should you so wish.

1 September 2020

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Issue Shares and to Buy Back Shares . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Details of Retiring Directors Proposed for Re-election . . . . . . . . . . . . .	8
Appendix II — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• ‘‘AGM’’ the annual general meeting of the Company to be held on Wednesday, 30 September 2020 at 3: 00 p.m. at Room 1703– 1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong

• ‘‘Audit Committee’’ the audit committee of the Company ‘‘Board’’ the board of Directors ‘‘Buy-back Mandate’’ the proposed general mandate to be granted to the Directors to permit the buy-back 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

• ‘‘Bye-laws’’ the bye-laws of the Company ‘‘Company’’ China Baoli Technologies Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on Main Board of the Stock Exchange

• ‘‘Director(s)’’ the director(s) of the Company ‘‘Group’’ the Company and its Subsidiaries from time to time ‘‘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 28 August 2020, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information contained in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Nomination the nomination committee of the Company Committee’’

• ‘‘PRC’’ the People’s Republic of China

– 1 –

DEFINITIONS

• ‘‘Remuneration Committee’’

the remuneration committee of the Company

• ‘‘SFO’’

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• ‘‘Share(s)’’ ordinary shares with nominal value of HK$0.10 each in the share capital of the Company (or of such other nominal amount as will result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time)

• ‘‘Shareholder(s)’’ holders of the Shares

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission of Hong Kong as amended from time to time

• ‘‘%’’

• per cent.

– 2 –

LETTER FROM THE BOARD

==> picture [35 x 53] intentionally omitted <==

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:

Mr. Zhang Yi (Chairman) Ms. Chu Wei Ning (Chief Executive Officer) Ms. Lam Sze Man

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent Non-executive Directors:

Mr. Chan Fong Kong, Francis Mr. Chan Kee Huen, Michael Mr. Feng Man

Principal place of business in Hong Kong: Suites 3103–3104 31/F, Oxford House Taikoo Place 979 King’s Road Quarry Bay Hong Kong

1 September 2020

To the Shareholders,

Dear Sir/Madam,

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS, GRANT OF GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES 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; and (iii) the Buy-back Mandate.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 86(2), Ms. Lam Sze Man and Mr. Feng Man will retire from office at the AGM and, being eligible, will offer themselves for re-election at the AGM.

– 3 –

LETTER FROM THE BOARD

Pursuant to Bye-law 87(2), Ms. Chu Wei Ning and Mr. Chan Fong Kong, Francis will retire by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM.

The re-appointment of retiring Directors has been reviewed by the Nomination Committee which made recommendations to the Board that the re-election be proposed for Shareholders’ approval at the AGM. Mr. Chan Fong Kong, Francis, who is a member of the Nomination Committee abstained from approving his independence and nomination.

By taking into account the nomination policy of the Company and the objective criteria (including without limitation, skills, knowledge, experience, integrity and ability to perform his duties to contribute to the effectiveness of the Board (including time commitment to the Company)) set out in it, the board diversity policy of the Company, and the independence of Mr. Chan Fong Kong, Francis, both the Nomination Committee and the Board considered Mr. Chan Fong Kong, Francis a suitable candidate as an independent non-executive Director based on his educational background and knowledge in the field of accounting and finance, his experience in capital investment, assurance and consultancy services industry, and his experience of serving as independent non-executive director of listed companies.

By taking into account the nomination policy of the Company and the objective criteria (including without limitation, skills, knowledge, experience, integrity and ability to perform his duties to contribute to the effectiveness of the Board (including time commitment to the Company)) set out in it, the board diversity policy of the Company, and the independence of Mr. Feng Man, both the Nomination Committee and the Board considered Mr. Feng Man a suitable candidate as an independent non-executive Director based on his experience in engineering management as well as in various countries.

Mr. Chan Fong Kong, Francis and Mr. Feng Man has satisfied the independence criteria as set out in Rule 3.13 of the Listing Rules. By considering Mr. Chan Fong Kong, Francis’s and Mr. Feng Man’s annual written confirmation of independence to the Company based on the independence criteria set out in Rule 3.13 of the Listing Rules, both the Nomination Committee and the Board were of the opinion that Mr. Chan Fong Kong, Francis and Mr. Feng Man remain independent. To the best knowledge of the Directors, as at the Latest Practicable Date, the Company is not aware of any matters or events that may occur and affect the independence of Mr. Chan Fong Kong, Francis and Mr. Feng Man.

During the tenure of office, Mr. Chan Fong Kong, Francis and Mr. Feng Man performed his duties as an independent non-executive Director to the satisfaction of the Board. The Board believes that Mr. Chan Fong Kong, Francis’s and Mr. Feng Man’s valuable knowledge and experience will continue to bring significant perspectives and contribution to the Board for its efficient and effective functioning, and that his reappointment will contribute to the diversity (in particular in terms of knowledge and experience) of the Board appropriate to the requirements and development of the Company’s business.

Details of the retiring Directors proposed for re-election at the AGM are set out in Appendix I of this circular.

– 4 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES

At the annual general meeting of the Company held on 30 September 2019, the Shareholders passed resolutions granting the Directors general mandates to allot and issue new Shares and to buy back 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 buy back 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 bought back under the Buy-back Mandate, if granted.

As at the Latest Practicable Date, the total number of issued Shares was 3,721,561,225 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 744,312,245 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 15 to 18 of this circular.

The Buy-back Mandate

At the AGM, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Buy-back Mandate which will enable the Directors to exercise the power of the Company to buy back 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 buy back Shares in the market in accordance with the Listing Rules. As at the Latest Practicable Date, the total number of issued Shares was 3,721,561,225 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 Buy-back Mandate, the maximum number of Shares which may be bought back pursuant to the Buy-back Mandate will be 372,156,122 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 Buy-back Mandate is set out in Appendix II of this circular.

– 5 –

LETTER FROM THE BOARD

Details of the Buy-back Mandate are set out in the ordinary resolution numbered 5 in the notice of the AGM set out on pages 15 to 18 of this circular.

Both the Issue Mandate and the Buy-back 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 laws to be held; and

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

ANNUAL GENERAL MEETING

A notice convening the AGM to be held on Wednesday, 30 September 2020 at 3: 00 p.m. at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong is set out on pages 15 to 18 of this circular. Pursuant to Rule 13.39(4) of the Listing Rules, 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. Accordingly, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll vote 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.

A form of proxy for the AGM is also despatched together with this circular. Whether or not you are able to attend the AGM, you are requested to complete, sign and return the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at such meeting or any adjournment meeting 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 Group. The Directors having made all reasonable inquiries, 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 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposals for re-election of the retiring Directors, and granting of the Issue Mandate, the Buy-back Mandate and the extension of the Issue Mandate 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

Your attention is drawn to the general information set out in the appendices to this circular.

Yours faithfully By order of the Board China Baoli Technologies Holdings Limited Zhang Yi Chairman

– 7 –

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:

Ms. Chu Wei Ning, aged 48, was appointed as an executive Director on 8 July 2015. Ms. Chu is also the Chief Executive Officer of the Company, an authorised representative of the Company and a director of various subsidiaries of the Group. She is currently responsible for the strategic investment and business development of the Company. Ms. Chu obtained a bachelor degree in Business Administration from the Chinese University of Hong Kong in May 1994 and a master degree of Business Administration from the University of Texas at Austin with Honors in May 1998. She has been a veteran investment banker and venture capital investment professional with over 16 years of experience. Prior to joining the Company, Ms. Chu has been a founding member and the managing director of a private investment fund which focus on investments in telecommunications, media, and technology. Previously, she also held various capacities in Bank of China International, Bear Stearns Asia Limited and Chase Manhattan Bank (which was subsequently acquired by JP Morgan). She is currently an independent non-executive director of Bosa Technology Holdings Limited (Stock Code: 8140), a listed company on the Growth Enterprise Market of the Stock Exchange.

Save as disclosed above, Ms. Chu does not hold any other position with the Company or other members of the Group, nor did she 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.

As at the Latest Practicable Date, Ms. Chu was interested in 30,000,000 Shares, representing approximately 0.81% in the issued share capital of the Company. Save as disclosed above, Ms. Chu does not have any other interest in the securities of the Company within the meaning of Part XV of the SFO.

Ms. Chu does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules).

Pursuant to the service contract entered into between Ms. Chu and the Company, Ms. Chu is currently entitled to an emolument of HK$2,640,000 per annum (including salary and other benefits) and discretionary bonus which shall be reviewed by the Remuneration Committee and had been determined by the Board with reference to her duties and responsibilities with the Company and the prevailing market condition.

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 in connection with Ms. Chu’s re-election.

– 8 –

APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Lam Sze Man, aged 37, was appointed as an executive Director on 3 October 2019. Ms. Lam is a director of various subsidiaries of the Group. Ms. Lam obtained a degree of Bachelor of Arts in Accountancy from the Hong Kong Polytechnic University in 2005. She is a member of the Hong Kong Institute of Certified Public Accountants. She has around 13 years of working experience in accounting.

Save as disclosed above, Ms. Lam does not hold any other position with the Company or other members of the Group, nor did she 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.

As at the Latest Practicable Date, Ms. Lam was interested in 277,500 Shares, representing approximately 0.007% in the issued share capital of the Company. Save as disclosed above, Ms. Lam does not have any other interest in the securities of the Company within the meaning of Part XV of the SFO.

Ms. Lam does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules).

Pursuant to the service contract entered into between Ms. Lam and the Company, Ms. Lam is currently entitled to an emolument of HK$636,000 per annum (including salary and other benefits) and discretionary bonus which shall be reviewed by the Remuneration Committee and had been determined by the Board with reference to her duties and responsibilities with the Company and the prevailing market condition.

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 in connection with Ms. Lam’s re-election.

– 9 –

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. Chan Fong Kong, Francis, aged 44, was appointed as an independent non-executive Director on 23 August 2018. He is also the chairman of the Remuneration Committee, and a member of the Audit Committee and Nomination Committee. He has over 15 years of experience in capital investment, assurance and consultancy services industry. Mr. Chan obtained a Bachelor’s Degree in Commerce, majoring in Accounting and Finance from Deakin University (Melbourne, Australia) in 2000. He is a fellow member of CPA Australia. He is holding the position of director in a local consultancy firm. He is also currently a director of New Territories General Chamber of Commerce; a director, vice president and committee member of Care of Rehabilitated Offenders Association and a senior management of Bosa Technology (Hong Kong) Limited which is a subsidiary of Bosa Technology Holdings Limited (Stock code: 8140). He is also currently an independent nonexecutive director of Kwoon Chung Bus Holdings Limited (Stock code: 306), which is listed on the Stock Exchange. He was an independent non-executive director of e-Kong Group Limited (now known as Great Wall Belt & Road Holdings Limited) (Stock code: 524) from June 2015 to May 2017, China Best Group Holding Limited (Stock code: 370) from September 2014 to October 2016, Leyou Technologies Holdings Limited (formerly known as Sumpo Food Holdings Limited) (Stock code: 1089) from January 2015 to July 2015 and SingAsia Holdings Limited (Stock code: 8293) from February 2018 to March 2020, all of which are listed on the Stock Exchange.

As at the Latest Practicable Date, Mr. Chan did not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Chan does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules).

Pursuant to the letter of appointment entered into between Mr. Chan and the Company, Mr. Chan is currently entitled to a director’s fee of HK$240,000 per annum which shall be reviewed by the Remuneration Committee and had been determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market condition.

Mr. Chan has confirmed that he has met the independence criteria set out in Rule 3.13 of the Listing Rules. He acts as independent non-executive Director to exert checks and balances on the executive Directors and to safeguard minority Shareholders’ interests. 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 in connection with Mr. Chan’s re-election.

– 10 –

APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Feng Man, aged 52, was appointed as an independent non-executive Director on 13 December 2019. He is also a member of the Audit Committee. Mr. Feng obtained a Bachelor degree in Civil Engineering from the Shanghai Institute of Railway Sciences, Shanghai in 1989, a Master degree in Geotechnical Engineering from China Academy of Railway Sciences, Beijing in 1992 and a Master degree in Geotechnical Engineering from the University of Saskatchewan, Canada in 1999. He is currently a Registered Professional Engineer in Canada. He has experience over a wide range of resource types (oil sands, iron, gold, uranium, copper, tin, etc.), with focus on iron mine development in the last 10 years and project experiences in Canada, China, Africa, South America, Mongolia, Australia, etc.. In addition, he has 25 years of mine infrastructure engineering and engineering management experience. He is currently the general manager of PeiSi Engineering Co. Ltd..

As at the Latest Practicable Date, Mr. Feng did not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Feng does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules).

Pursuant to the letter of appointment entered into between Mr. Feng and the Company, Mr. Feng is currently entitled to a director’s fee of HK$240,000 per annum which shall be reviewed by the Remuneration Committee and had been determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market condition.

Mr. Feng has confirmed that he has met the independence criteria set out in Rule 3.13 of the Listing Rules. He acts as independent non-executive Director to exert checks and balances on the executive Directors and to safeguard minority Shareholders’ interests. 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 in connection with Mr. Feng’s re-election.

– 11 –

APPENDIX II

EXPLANATORY STATEMENT

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 Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares was 3,721,561,225 Shares.

Subject to the passing of the proposed ordinary resolution approving the Buy-back Mandate and on the basis that there is no change in the issued Shares prior to the AGM, the exercise of the Buy-back Mandate in full would enable the Company to buy back up to 372,156,122 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 BUY-BACKS

Although the Directors have no present intention of buying back 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 buy back Shares in the market. Such buy-backs 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 buy-backs will benefit the Company and the Shareholders as a whole.

3. FUNDING OF BUY-BACKS

It is envisaged that any buy back 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 Shares bought back will be cancelled and the Company’s issued share capital will be reduced by the nominal value of those bought back Shares accordingly.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements as at 31 March 2020) in the event that the Buy-back Mandate were to be carried out in full at any time during the proposed repurchase period. The Directors do not propose to exercise the Buy-back 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.

– 12 –

APPENDIX II

EXPLANATORY STATEMENT

4. SHARE PRICES

Trading in the Share on the Stock Exchange has been suspended since 2 July 2019 until further notice pending the fulfilment of the resumption conditions. In this regard, no reference is made to the highest and lowest prices per Share as quoted on the Stock Exchange in each of the 12 months immediately preceding the Latest Practicable Date. The highest and lowest prices per Share as at 28 June 2019, being the full trading day immediately prior to the suspension of trading in Shares on the Stock Exchange were HK$0.100 and HK$0.089 respectively. The closing prices per Share as at 28 June 2019 was HK$0.099.

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 Buy-back 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 Buy-back 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 Buy-back 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 buy-back 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.

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 Buy-back 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.

– 13 –

APPENDIX II

EXPLANATORY STATEMENT

As at the Latest Practicable Date, the Directors had no intention to exercise any of the Buy-back 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 BUY-BACK BY THE COMPANY

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

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [35 x 53] intentionally omitted <==

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of China Baoli Technologies Holdings Limited (the ‘‘Company’’) will be held at 3: 00 p.m. on Wednesday, 30 September 2020 at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong for the following purposes:

AS ORDINARY BUSINESS

1. To receive the audited consolidated financial statements of the Company for the year ended 31 March 2020 together with the reports of the directors and auditor thereon.

2. To re-elect retiring directors and to authorise the board (the ‘‘Board’’) of directors (the ‘‘Director(s)’’) of the Company to fix the Directors’ remuneration.

3. To re-appoint Asian Alliance (HK) CPA Limited as the auditor of the Company and to authorise the Board to fix their remuneration.

AS SPECIAL BUSINESS

1. To consider and, if thought fit, pass with or without amendments, the following resolution as 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 allot, issue and deal with additional shares in the capital of the Company (the ‘‘Share(s)’’) 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;

– 15 –

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;

• (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 law 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

• (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.’’

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as 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 buy back 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 recognised 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 buy back its own Shares at a price to be determined by the Directors;

• (c) the total number of Shares to be bought back or agreed conditionally or unconditionally to be bought back 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 a general meeting.’’

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as 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 bought back 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.’’

By order of the Board China Baoli Technologies Holdings Limited Zhang Yi Chairman

Hong Kong, 1 September 2020

Notes:

1. Any shareholder entitled to attend and vote at the AGM 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 AGM, 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 AGM 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding the AGM 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 AGM 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 Thursday, 24 September 2020 to Wednesday, 30 September 2020, 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 AGM, 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4: 30 p.m. on Wednesday, 23 September 2020.

– 18 –