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.

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, GRANT OF GENERAL MANDATES

TO ISSUE SHARES AND BUY BACK SHARES, ADOPTION OF NEW SHARE OPTION SCHEME AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held on Thursday, 30 September 2021 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 29 to 34 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.

PRECAUTIONARY MEASURES FOR THE AGM

To safeguard the health and safety of the Shareholders and to prevent the spreading of the novel coronavirus (‘‘COVID-19’’) pandemic, the following precautionary measures will be implemented by the Company at the AGM:

(1) use hand sanitizer gel before entry and compulsory temperature checks; (2) mandatory wearing of surgical face masks; (3) maintain appropriate social distancing and the number of attendees at the meeting will be limited according to the latest regulations announced by the government;

(4) no provision of corporate gift distributed and refreshments or drinks will be served; and

(5) any person who does not comply with the precautionary measures to be taken at the AGM may be denied entry into the meeting venue.

For the health and safety of the Shareholders, the Company encourages the Shareholders to appoint the chairman of the AGM as their proxy to vote on the relevant resolution as an alternative to attending the AGM in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement(s) on such measures as appropriate.

30 August 2021

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General Mandates to Issue Shares and to Buy Back Shares . . . . . . . . . . . . . . . . . . . .	5
Adoption of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Documents Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix I — Details of Retiring Directors Proposed for Re-election . . . . . . . . . . . . .	12
Appendix II — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Appendix III — Summary of the Rules of the New Share Option Scheme . . . . . . . . . . .	18
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

– i –

DEFINITIONS

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

‘‘Adoption Date’’ the date on which the New Share Option Scheme be adopted by ordinary resolution of the Company at the AGM
‘‘AGM’’ the annual general meeting of the Company to be held on Thursday, 30 September 2021 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 ‘‘Capital Reduction’’ the proposed reduction in the issued share capital of the Company through cancellation of the paid up capital of the Company to the extent of HK$0.99 on each of the issued Consolidated Shares such that the par value of each issued Consolidated Share will be reduced from HK$1.00 to HK$0.01 and cancellation of fractional Consolidated Share
‘‘Capital the proposed capital reorganisation of the share capital of the Reorganisation’’ Company involving the Share Consolidation, the Capital Reduction, the Share Subdivision and the transfer of the credit arising from the Capital Reduction to the contributed surplus account 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
‘‘Connected Person(s)’’ has the meaning ascribed to it in the Listing Rules ‘‘Consolidated ordinary share(s) of par value of HK$1.00 each in the share Share(s)’’ capital of the Company immediately after the Share Consolidation becoming effective but before the Capital Reduction
‘‘Director(s)’’ the director(s) of the Company

– 1 –

DEFINITIONS

‘‘Eligible Employee’’ an employee or a director holding salaried office or employment with an Employer, whether or not the contract of appointment or employment is written or oral and comprised in one or more documents and whether full time or part time (except an employee or a director who has submitted his resignation to his Employer or whose contract of appointment or employment has been terminated (summarily dismissed or otherwise) by his Employer)
‘‘Eligible Person(s)’’ subject to the terms and conditions of the New Share Option Scheme, any Eligible Employee or director (who is not an Eligible Employee) of the Group or consultant, agent, supplier, customer or contractor of the Group who or which may participate in the New Share Option Scheme
‘‘Employer’’ in relation to an Eligible Employee, the member of the Group which employs or has appointed him
‘‘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 25 August 2021, 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
‘‘New Share(s)’’ ordinary share(s) of par value of HK$0.01 each in the share capital of the Company immediately after the Capital Reorganisation becoming effective
‘‘New Share Option the share option scheme for Eligible Persons proposed to be Scheme’’ conditionally approved at the AGM, a summary of the rules of which is set out in Appendix III to this circular
‘‘Nomination the nomination committee of the Company Committee’’

– 2 –

DEFINITIONS

‘‘Option(s)’’ a right to subscribe for Shares pursuant to the New Share Option Scheme
‘‘Option Share(s)’’ Shares allotted and issued upon a valid exercise of any Vested Option
‘‘Other Share Option other than the New Share Option Scheme, any share option Scheme(s)’’ scheme involving the grant by the Company of options over Shares (i) in accordance with Chapter 17 of the Listing Rules or (ii) which is determined by the Stock Exchange to be analogous to a share option scheme as described in Chapter 17 of the Listing Rules, including the Previous Share Option Scheme
‘‘PRC’’
the People’s Republic of China
‘‘Previous Share Option the previous share option scheme of the Company adopted on 22 Scheme’’ August 2011
‘‘Remuneration the remuneration committee of the Company Committee’’
‘‘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)
‘‘Share Consolidation’’ the proposed consolidation of every ten (10) existing Shares of par value of HK$0.10 each in the share capital of the Company into one (1) Consolidated Share
‘‘Share Subdivision’’ the proposed subdivision of every unissued Consolidated Share of HK$1.00 each in the authorised share capital of the Company (including those unissued Consolidated Shares arising from the Capital Reduction) into one hundred (100) New Shares of HK$0.01 each
‘‘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.

– 3 –

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:

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 3706–3708 37/F, Dah Sing Financial Centre 248–256 Queen’s Road East Wanchai Hong Kong

30 August 2021

To the Shareholders,

Dear Sir/Madam,

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS, GRANT OF GENERAL MANDATES

TO ISSUE SHARES AND BUY BACK SHARES, ADOPTION OF NEW SHARE OPTION SCHEME 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 Buy-back Mandate; and (iv) the adoption of the New Share Option Scheme.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 87(2), Mr. Zhang Yi (‘‘Mr. Zhang’’) and Mr. Chan Kee Huen, Michael (‘‘Mr. Chan’’) will retire by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM.

The re-appointment of Mr. Zhang Yi and Mr. Chan Kee Huen, Michael have been reviewed by the Nomination Committee which made recommendations to the Board that their re-election as Directors be proposed for Shareholders’ approval at the AGM. Mr. Chan, 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 and the board diversity policy of the Company, and the independence of Mr. Chan, both the Nomination Committee and the Board considered that Mr. Zhang a suitable candidate as an executive Director based on his educational background and knowledge in the field of finance, and his investment experience in the technology field across various regions, and that Mr. Chan a suitable candidate as an independent non-executive Director based on his educational background and knowledge in the field of external and internal audit and risk management and compliance, and his experience of serving as independent non-executive director of listed companies.

Mr. Chan has satisfied the independence criteria as set out in Rule 3.13 of the Listing Rules. By considering Mr. Chan’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 remains 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. During the tenure of office, Mr. Chan performed his duties as an independent non-executive Director to the satisfaction of the Board. The Board believes that Mr. Chan’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.

GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES

At the annual general meeting of the Company held on 30 September 2020, 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.

– 5 –

LETTER FROM THE BOARD

The Issue Mandate

Reference is made to the circular of the Company dated 5 August 2021 (the ‘‘SGM Circular’’) on the Company’s special general meeting to be held on 30 August 2021 (the ‘‘SGM’’) in relation to, amongst other things, the proposed Capital Reorganisation. Unless the context otherwise requires, capitalised terms used in this circular shall have the same meanings as those defined in the SGM Circular. Subject to the fulfilment of the conditions of the Capital Reorganisation set out in the SGM Circular, the Capital Reorganisation is expected to become effective on Wednesday, 1 September 2021, being the second business day after the date of passing of the relevant resolution approving the Capital Reorganisation at the SGM.

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, representing 20% of the total number of issued Shares as at the date of passing such resolution. Based on the above, it is expected that upon the Capital Reorganisation becoming effective, the maximum number of New Shares which may be allotted and issued pursuant to the Issue Mandate will be 74,431,224 New Shares, representing 20% of the total number of New Shares in issue.

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 29 to 34 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, representing 10% of the total number of issued Shares as at the date of

– 6 –

LETTER FROM THE BOARD

passing such resolution. Based on the above, it is expected that upon the Capital Reorganisation becoming effective, the maximum number of New Shares which may be bought back pursuant to the Buy-back Mandate will be 37,215,612 New Shares, representing 10% of the total number of New Shares in issue.

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.

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 29 to 34 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.

ADOPTION OF THE NEW SHARE OPTION SCHEME

The Previous Share Option Scheme

The Previous Share Option Scheme was adopted by the Company on 22 August 2011 and has expired on 21 August 2021. The Company therefore would not be able to grant any new options under the Previous Share Option Scheme. As at the Latest Practicable Date, the Company does not have any outstanding options under the Previous Share Option Scheme.

The New Share Option Scheme

On 19 August 2021, the Board has resolved to propose the adoption of the New Share Option Scheme for the approval by the Shareholders. The purpose of the New Share Option Scheme is to provide incentive or reward to the Eligible Persons for their contribution to, and continuing efforts to promote the interests of, the Group. At the AGM, an ordinary resolution will be proposed to the Shareholders for the purpose of considering and, if though fit, approving the adoption of the New Share Option Scheme pursuant to which the Eligible Persons may be granted the Options to subscribe for Shares upon and subject to the terms and conditions of the New Share Option Scheme.

A summary of the rules of the New Share Option Scheme proposed to be approved and adopted by the Company at the AGM is set out in Appendix III to this circular.

– 7 –

LETTER FROM THE BOARD

Adoption of the New Share Option Scheme is conditional on:

(a) the passing of the necessary resolution to adopt the New Share Option Scheme by the Shareholders at the AGM; and
(b) the Listing Committee of the Stock Exchange granting approval of the listing of and permission to deal in the Shares which may fall to be issued pursuant to the exercise of any such Options.

Under the provisions of the New Share Option Scheme, the Board has the discretion to set a minimum period for which an Option has to be held before it may be exercised. This discretion allows the Board to provide incentives to an Eligible Person to remain as an Eligible Person during the minimum period and thereby enables the Group to continue to benefit from the services of such Eligible Person during such period. This discretion, coupled with the power of the Board to impose any performance target as they may consider appropriate before any Option can be exercised and the discretion of the Board to determine the exercise price subject to the Listing Rules, enables the Group to provide incentives to the Eligible Persons to use their best endeavours in assisting the growth and development of the Group and places the Group in a better position to attract human resources that are valuable to the growth and development of the Group as a whole.

In addition, the Board believes that the grant of Options to the Eligible Persons other than employees and directors of the Group is necessary and appropriate. The long-term growth and development of the Group depend on not only on the contributions and commitments of the employees and directors of the Group. The inclusion of the consultants, agents, suppliers, customers or contractors that the Company deems important to provide support to the Group as Eligible Persons under the New Share Option Scheme leaves sufficient flexibility in the scheme rules in light of the future development and is fair and reasonable and in the interest of the Company and its Shareholders as a whole in the long run because: (a) in a view to enhancing its competitive strength and maintaining its market position, the Company may need external expert consultants to provide professional insights to various aspects of the business and operation of the Group. Also, along with the growth and development of the Group’s business, the Company may further engage various business partners to help the Group reduce costs and increase supply and sales efficiency; and (b) in the event that the Company engages external experts, advisors and consultants to provide professional consulting services to the Group, including these external parties as Eligible Persons will allow the Company to pay the external experts, advisors or consultants a consideration comprising service fee and share-based consideration, leveraging on which, the Company may be able to avoid expensive one-off short-term transaction costs, at the same time incentivize the external experts, advisors and consultants with the long-term value to be brought by the growth of the Company’s business and market capitalization.

In determining whether or not to grant Options to any consultants, agents, suppliers, customers or contractors, the Board will exercise their duty of care and assess the contribution or potential contribution of such Eligible Persons and may set a more restrictive vesting period or vesting conditions such as quantifiable key performance

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LETTER FROM THE BOARD

indicators to ensure that the grant of Options to such Eligible Persons will be beneficial to the Group. In particular, the Board will consider the following factors (where applicable) when assessing the eligibility of the Eligible Persons other than Eligible Employees:

(a) the scale of their business dealings with the Group (in terms of sales or purchases attributable to them) (where applicable), the length of business relationships between them and the Group, the positive impacts they have brought on the Group’s business development, the future plans in relation to further business collaboration and generally the significance to the Group of building long-term business relationships with them. For example, when determining whether Options should be granted to particular suppliers of the Group, much weight will be attached to their ability to maintain quality of services. On the downstream side, the Board may consider rewarding those customers which have shown a high degree of loyalty and made substantial contribution to the Group’s revenue over a long period of time through the grant of Options;
(b) the person’s potential and/or actual contribution to the business affairs of and benefits to the Group (in terms of, including without limitation, proactively promoting/catalysing the continuing development and growth of the Group, and bringing innovation, new talents and expertise to the Group);
(c) the potential and/or actual degree of involvement in and/or cooperation with the Group with regard to the number, scale and nature of projects, and the period of engagement/cooperation/business relationship with the Group; and/or
(d) whether the person is regarded as a valuable human resource of the Group based on the person’s work experience, professional qualifications, knowledge in the industry or other relevant factors (including without limitation technical knowhow, market competitiveness, synergy between him/her and the Group, external business connections, strategic value, and repute and credibility).

Subject to the obtaining of Shareholders’ approval with respect to the adoption of the New Share Option Scheme at the AGM, the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any Other Share Option Scheme(s) must not in aggregate exceed 10% of the total issued share capital of the Company as at the Adoption Date unless the Company obtains a fresh approval from Shareholders to renew the 10% limit, provided that the maximum aggregate number of Shares which may be issued upon the exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any Other Share Option Scheme(s) shall not exceed 30% of the total issued share capital of the Company from time to time.

– 9 –

LETTER FROM THE BOARD

Reorganisation becoming effective, the maximum number of New Shares which may be allotted and issued pursuant to the New Share Option Scheme will be 37,215,612 New Shares, representing 10% of the total number of New Shares in issue.

The Company has not and does not intend to appoint any trustee for the New Share Option Scheme. As such, there will be no Director who will be the trustee of the New Share Option Scheme or will have a direct or indirect interest of such trustee.

The Directors consider that it is inappropriate to value all the Options that can be granted under the New Share Option Scheme on the assumption that they were granted on the Latest Practicable Date as a number of factors crucial for the valuation cannot be reasonably determined. Such factors include the exercise period, fluctuation in future share price, and the conditions, if any, that an Option is subject to. Accordingly, any valuation of the Options based on a large number of speculative assumptions would not be meaningful but may be misleading to the Shareholders.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme, to the extent of 10% of the total number of Shares in issue as at the Adoption Date.

As at the Latest Practicable Date, the Board currently does not have any imminent plan to grant Options to the Eligible Persons in the coming 12 months under the New Share Option Scheme.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held on Thursday, 30 September 2021 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 29 to 34 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

– 10 –

LETTER FROM THE BOARD

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.

DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the New Share Option Scheme is available for inspection at the principal place of business of the Company at Suites 3706–3708, 37/F, Dah Sing Financial Centre, 248–256 Queen’s Road East, Wanchai, Hong Kong during normal business hours from the date of this circular up to the date of the AGM.

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.

RECOMMENDATION

The Directors consider that the proposals for re-election of the retiring Directors, granting of the Issue Mandate, the Buy-back Mandate and the extension of the Issue Mandate, and adoption of the New Share Option Scheme 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.

Yours faithfully By order of the Board

China Baoli Technologies Holdings Limited Zhang Yi Chairman

– 11 –

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:

Mr. Zhang Yi, aged 48, was appointed as an executive Director on 5 September 2016. Mr. Zhang is also the Chairman of the Board. He graduated from Zhejiang University in 1994 with a major in Finance. Mr. Zhang has over 16 years of investment experience in the technology field, with the scope of investment spanning across various regions including Canada, the United States of America, Singapore, the Mainland China and Hong Kong. He is in particular familiar with the investment and operations of telecommunications and communications industries. Mr. Zhang has good relations with the telecommunications operators and has accumulated extensive local and overseas network in the industry. Mr. Zhang is currently the chairman of a private company in the Mainland China which was founded by Mr. Zhang in 2002. Under his leadership, the company has now developed into an enterprise with large investment scale and wide investment geographical range in real estates, biological medicine, new energy and media, etc. It has a number of projects including a large-scale urban complex with a gross area of over a million square meters in Shanghai, Hangzhou and Shenyang.

Save as disclosed above, Mr. Zhang 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.

As at the Latest Practicable Date, Mr. Zhang was interested in 215,427,500 Shares, representing approximately 5.79% in the issued share capital of the Company, of which 215,347,500 Shares are held by One Faith Investments Limited, which is beneficially and wholly owned by Mr. Zhang and 80,000 Shares are held by Mr. Zhang. Save as disclosed above, Mr. Zhang does not have any other interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Zhang 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 Mr. Zhang and the Company in September 2016 for an initial term of three years, Mr. Zhang is currently entitled to an emolument of HK$360,000 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 his 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 Mr. Zhang’s re-election.

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APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chan Kee Huen, Michael, aged 69, was appointed as an independent non-executive Director on 18 August 2017. He is also the chairman of the Audit Committee and Nomination Committee, and a member of the Remuneration Committee. He has over 35 years of experience in external audit, IT audit, training, accounting and finance, company secretarial and corporate administration, MIS management, internal audit, information security, risk management and compliance. Mr. Chan is currently an independent nonexecutive director of Lansen Pharmaceutical Holdings Limited (Stock Code: 503) and Sterling Group Holdings Limited (Stock Code 1825), which are listed companies in Hong Kong. Mr. Chan was an independent non-executive director of Huarong Investment Stock Corporation Limited (Stock Code: 2277), which is a listed company in Hong Kong, between June 2016 and November 2020. Also, he is the chief executive of C&C Advisory Services Limited. Mr. Chan is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, and a fellow member and specialist in Information Technology of CPA Australia. He was admitted as a certified information systems auditor with the Information Systems Audit and Control Association in 1985. Mr. Chan was an adjunct professor in the School of Accounting and Finance of The Hong Kong Polytechnic University from 2009 to 2014. Mr. Chan worked at CMG Life Assurance Limited (formerly known as Jardine CMG Life Assurance Limited) from 1991 to 1996 and his last position was general manager, compliance and corporate affairs. He was employed by Dao Heng Bank Limited in 1996 as the group auditor (which was subsequently acquired by DBS Bank (Hong Kong) Limited) and he ceased working for the bank in 2004 with his last position as managing director and head of compliance, Hong Kong and Greater China. Mr. Chan was also the group financial controller of Lam Soon (Hong Kong) Limited from 2004 to 2005, the director of quality assurance of the Hong Kong Institute of Certified Public Accountants in 2005 and the deputy general manager of the compliance department of Ping An Insurance (Group) Company of China, Limited from 2006 to 2009. Mr. Chan graduated with a higher diploma in accountancy from Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University) in November 1976 and was awarded the postgraduate diploma in business administration from the University of Surrey in March 1998.

Save as disclosed above, Mr. Chan does not hold any other position with the Company, 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.

As at the Latest Practicable Date, Mr. Chan was interested in 25,000 Shares, representing approximately 0.0007% in the issued share capital of the Company. 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.

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

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APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Pursuant to the letter of appointment entered into between Mr. Chan and the Company in August 2017 for an initial term of three years, 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.

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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 AGM, 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. Based on the above, it is expected that upon the Capital Reorganisation becoming effective, the maximum number of New Shares which may be bought back pursuant to the Buy-back Mandate will be 37,215,612 New Shares, representing 10% of the total number of New Shares in issue.

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 2021) 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

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APPENDIX II

EXPLANATORY STATEMENT

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$
2020
August	—	—
September	—	—
October	—	—
November	—	—
December	—	—
2021	—	—
January	—	—
February	—	—
March	—	—
April	0.099	0.045
May	0.190	0.018
June	0.084	0.052
July	0.063	0.031
August (up to the Latest Practicable Date)	0.040	0.030

Note: Trading in the Shares was resumed on 7 April 2021.

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.

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APPENDIX II

EXPLANATORY STATEMENT

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.

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.

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APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

The following is a summary of the rules of the New Share Option Scheme proposed to be adopted at the AGM to be held on 30 September 2021.

PURPOSE OF THE SCHEME

The purpose of the New Share Option Scheme is to provide incentive or reward to Eligible Persons for their contribution to, and continuing efforts to promote the interests of, the Group.

WHO MAY JOIN

The Board may in its absolute discretion grant Options to any Eligible Person.

GRANT AND ACCEPTANCE OF OPTIONS

The Board shall be entitled at any time within a period of 10 years commencing on the Adoption Date to make an offer to subscribe for such number of Shares to any Eligible Person as the Board may in its absolute discretion select. Such offer shall be made to an Eligible Person by letter and will remain open for acceptance by the Eligible Person concerned on a day specified in the letter of grant which such date shall be no longer than 30 days from the date of the letter of grant. The Option(s) shall be deemed to have been granted and accepted and taken effect when the duplicate letter comprising acceptance of the Option(s) is duly signed by the Eligible Person together with a remittance in favour of the Company of HK$1.00 for each acceptance of grant of the Option(s). Subject to the terms of the New Share Option Scheme and all applicable laws, the Board has the power to determine the period within which payments or calls must or may be made.

SUBSCRIPTION PRICE OF SHARES

Options may be exercised at a subscription price determined by the Board (subject to adjustments as provided in the rules of the New Share Option Scheme) and notified to an Eligible Person, which shall be at least the highest of (i) the nominal value of the Shares; (ii) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of the offer of the Options, which must be a business day (as defined in the New Share Option Scheme); and (iii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of the offer of the Options.

MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

The maximum number of Shares which may be issued upon the exercise of all options to be granted under the New Share Option Scheme and Other Share Option Scheme(s) shall not exceed 10% of the number of issued Shares as at the date of Shareholders’ approval of the New Share Option Scheme (or such number of shares as will result from a subdivision or a consolidation of the Shares from time to time) (the ‘‘Scheme Mandate Limit’’). Unless approved as referred to in the paragraph below, no Options or options granted under any Other Share Option Scheme(s) may be granted if such grant will result in the Scheme Mandate Limit being exceeded.

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APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

The Company may refresh the Scheme Mandate Limit by ordinary resolution of the Shareholders in general meeting, provided that:

(a) the Scheme Mandate Limit so refreshed shall not exceed 10% of the total number of issued Shares as at the date of Shareholders’ approval of the refreshment of the Scheme Mandate Limit;
(b) Options or options previously granted under the New Share Option Scheme or Other Share Option Scheme(s) (including options outstanding, cancelled, or lapsed in accordance with the relevant scheme rules or exercised) shall not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed; and
(c) a circular regarding the proposed refreshment has been despatched to the Shareholders of the Company in a manner complying with and containing the matters specified in the relevant provisions of Chapter 17 of the Listing Rules.

Subject to the Listing Rules, the maximum number of Shares which may be issued upon exercise of all outstanding vested or unvested options granted and yet to be exercised under the New Share Option Scheme and any Other Share Option Scheme(s) must not in aggregate exceed 30% of the total number of Shares in issue from time to time (the ‘‘Overriding Limit’’). No options granted under the New Share Option Scheme or any Other Share Option Scheme(s) may be granted if it will result in the Overriding Limit being exceeded.

As at the Latest Practicable Date, there were 3,721,561,225 Shares in issue. Assuming no further Shares are issued prior to the Adoption Date, Options to subscribe for a total of 372,156,122 Shares may be granted under the New Share Option Scheme pursuant to the Scheme Mandate Limit, representing 10% of the total issued share capital of the Company as at the Adoption Date. Based on the above, it is expected that upon the Capital Reorganisation becoming effective, the maximum number of New Shares which may be allotted and issued pursuant to the New Share Option Scheme will be 37,215,612 New Shares, representing 10% of the total number of New Shares in issue.

Subject to the Overriding Limit, the Company may seek separate approval from the Shareholders for granting Options which will result in the Scheme Mandate Limit being exceeded, provided that the grant is to persons specifically identified by the Company before the approval is sought. For the purpose of seeking the approval of Shareholders pursuant to this sub-paragraph, the Company shall send a circular to the Shareholders containing a generic description of the specified grantees who may be granted such Options, the number and terms of the Options to be granted, the purpose of granting the Options to the grantees with an explanation as to how the terms of Options serve such purpose, the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer as required under Rule 17.02(4) of the Listing Rules.

The maximum number of Shares (issued and to be issued) in respect of which Options may be granted under the New Share Option Scheme and any Other Share Option Scheme(s) (whether exercised, cancelled or outstanding) to any Eligible Person in any 12-

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APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

month period shall not exceed 1% of the total number of Shares in issue unless such grant has been duly approved by ordinary resolution of the Shareholders in general meeting at which the relevant Eligible Person and his close associates (or his associates if the relevant Eligible Person is a connected person) abstaining from voting. For the purpose of seeking the approval of Shareholders pursuant to this sub-paragraph, the Company shall send a circular to the Shareholders disclosing the identity of the Eligible Person, the numbers of and terms of the Options to be granted (and the Options previously granted to such Eligible Person), the information as required under Rule 17.02(2)(d) and the disclaimer required under Rule 17.02(4) of the Listing Rules.

The number and terms (including the subscription price) of Options to be granted to such Eligible Person must be fixed before Shareholders’ approval and the date of Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price. In calculating the aforesaid limit of 1%, Options that have lapsed shall not be counted.

GRANT OF OPTIONS TO CONNECTED PERSONS

Any grant of Options to a Director, chief executive or substantial Shareholder of the Company or any of their respective associates must be approved by the independent nonexecutive Directors (excluding any independent non-executive Director who is a prospective grantee of the Option).

Where Options are proposed to be granted to a substantial Shareholder or an independent non-executive Director or any of their respective associates, and the proposed grant of Options would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted under the New Share Option Scheme and Other Share Option Scheme(s) (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of the grant of such options to represent in aggregate over 0.1% of the total number of issued Shares for the time being and have an aggregate value (based on the closing price of a Share at each date of the grant of these options) exceeding HK$5,000,000, the proposed grant shall be subject to:

(a) the issue of a circular to the Shareholders containing the details of the number and terms (including the subscription price) of the Options to be granted to each of such person, which must be fixed before the Shareholders’ meeting, and the date of Board meeting for proposing such further grant is to be taken as the date of grant for the purpose of calculating the subscription price (including in particular, a recommendation from the independent non-executive Directors (excluding the independent non-executive Director who is the prospective grantee of the Option) to the independent Shareholders as to voting); and
(b) the approval of the Shareholders in general meeting in accordance with the requirements of the Listing Rules at which all core connected persons (as defined in the Listing Rules) abstained from voting in favour of the grant (but a Connected Person may vote against the resolution at the general meeting provided that his intention to do so has been stated in the circular).

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APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

Any change in the terms of any Option granted to a substantial Shareholder or an independent non-executive Director (or their respective associates) which would result in the number and value of Shares issued and to be issued upon exercise of all Options and options granted under any Other Share Option Scheme(s) exceeding that set out in the paragraph above shall not be valid unless a circular regarding the change has been despatched to the Shareholders in a manner complying with the relevant provisions of Chapter 17 of the Listing Rules, and the change has been approved by the Shareholders in general meeting, at which all Connected Persons abstained from voting (but a Connected Person may vote against the resolution at the general meeting if his intention to do so has been stated in the circular).

In calculating the aforesaid limit of 0.1%, Options that have lapsed shall not be counted.

RESTRICTION ON THE TIME OF GRANT OF OPTIONS

The Board shall not grant any Options after inside information has come to the Company’s knowledge until (and including) the trading day after the Company has announced the information in accordance with the requirements of the Listing Rules and Part XIVA of the SFO. In particular, no Options shall be granted during the period commencing one month immediately preceding the earlier of:

i. the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for approval of the results of the Company for any year, half-year or quarter-year period or any other interim period (whether or not required under the Listing Rules); and
ii. the deadline for publishing an announcement of its results for any year or halfyear under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement. No Option may be granted during any period of delay in publishing a results announcement.

Further to the aforesaid restrictions, no Option may be granted to a Director on any day on which financial results of the Company are published and:

(a) during the period of sixty (60) days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and
(b) during the period of thirty (30) days immediately preceding the publication date of the quarterly results (if any) and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results.

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APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

TIME FOR EXERCISE OF OPTIONS

The grantee of an Option may subscribe for Shares during such period as may be determined by the Board (which shall not be more than 10 years commencing on the date on which the Option is granted in accordance with the New Share Option Scheme) (the ‘‘Option Period’’). Unless otherwise determined by the Board and stated in the offer of the grant of Options to a grantee, there is no minimum period for which an Option must be held before it can be exercised.

PERFORMANCE TARGETS

Save as otherwise provided in the letter of grant of the Option(s), the New Share Option Scheme provides that there are no performance targets that need to be met before a grantee is entitled to exercise an Option duly granted.

RIGHTS ARE PERSONAL TO GRANTEE

An Option shall be personal to the grantee of the Option and shall not be assignable nor transferable and that no grantee shall sell, transfer, charge, mortgage or encumber or create any interest in favour of a person over or in relation to any Option. If the grantee of an Option commits a breach of the above, the Option will automatically lapse and will not vest and cannot be exercised.

RIGHTS ON CEASING EMPLOYMENT

Subject to the provisions in the paragraphs below headed ‘‘RIGHTS ON DEATH, ILLNESS, REDUNDANCY, RETIREMENT ETC.’’ and ‘‘RIGHTS ON CHANGE OF SHAREHOLDING OR OWNERSHIP OF GRANTEE’’ and the sub-paragraph (ii) under the paragraph below headed ‘‘LAPSE OF OPTION’’, each as more particularly set out in the New Share Option Scheme, if a holder of an Option ceases to be an Eligible Person, (a) any unvested Option held by such grantee will automatically lapse and (b) any vested Option held by such grantee (to the extent not exercised) may be exercised (in whole or in part) before the expiry of one month after the date of such cessation, which date shall be deemed to be: (i) if he is an Eligible Employee, his last actual working day with the Employer whether salary is paid in lieu of notice or not; or (ii) if he is not an Eligible Employee, the date on which the relationship constituting him an Eligible Person ceases. Any vested Option not exercised prior to the expiry of such period will automatically lapse.

RIGHTS ON DEATH, ILLNESS, REDUNDANCY, RETIREMENT ETC.

If the grantee who is an Eligible Employee on the date on which the Option is accepted ceases to be an Eligible Employee because of:

(a) ill health, serious injury or disability which in the opinion of the Board renders the Eligible Employee unfit to perform his duties of his employment or his office for a continuous period of twelve months and provided such illness or injury or disability is not self-inflicted; or

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APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

(b) redundancy according to his contract of appointment or employment with his Employer; or
(c) his employment or office being in a company which ceases to be a member of the Group or under the Control (as defined in the New Share Option Scheme) of the Group or relating to a business, or a part of the business which is transferred to a person who is not a member of the Group or is not under the Control of a member of the Group or if the Company or the relevant Employer or member of the Group is reorganised or merged or consolidated with another entity (and the provisions under the paragraphs headed ‘‘RIGHTS ON A GENERAL OFFER’’, ‘‘RIGHTS ON WINDING UP’’ and ‘‘RIGHTS ON A SCHEME OF ARRANGEMENT’’ as more particularly set out in the New Share Option Scheme do not apply) such that such Employer or new entity ceases to be a member of the Group or under the Control of a member of the Group,

his unvested Option will lapse and he or his personal representative(s) (as the case may be) may exercise all his vested Options (in whole or in part only) within the period of twelve months after the grantee ceases to be an Eligible Employee pursuant to any of the above. Any vested Option not exercised prior to the expiry of such period will automatically lapse. An Eligible Employee will be regarded as remaining as an Eligible Employee notwithstanding that he ceases to be an employee of a member of the Group if he immediately becomes or stays as an Eligible Employee of another member of the Group.

At any time prior to a vesting date, unless the Board otherwise determines, in respect of an Eligible Employee(s) retired at his normal retirement date, all the Options of the Eligible Employee(s) shall be deemed to be vested on the Eligible Employee(s) on the day immediately prior to his normal retirement date, or retired at an earlier retirement date (with prior written agreement given by the Company or the Employer), all the Options of the Eligible Employee(s) shall be deemed to be vested on the Eligible Employee(s) on the day immediately prior to his earlier retirement date.

At any time prior to a vesting date, unless the Board otherwise determines, in respect of an Eligible Person(s) who died, all the Options of the Eligible Person(s) shall be deemed to be vested on the Eligible Person(s) on the day immediately prior to his death.

RIGHTS ON DETERMINATION OF MISCONDUCT

If the Board determines that a grantee (including a grantee who has ceased to be an Eligible Person but his Options continue to subsist in accordance with the discretion):

(a) is guilty of misconduct; or
(b) has been convicted of any offence involving his integrity or honesty, whether or not in connection with his relationship with the Group; or

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APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

(c) has committed any act or offence which would justify the termination of his employment contract or office, his engagement with the Group or his contract with the relevant member of the Group at common law or pursuant to any applicable law, rule or regulation (or, in the case of an Eligible Employee who has ceased to be an employee, would have justified the termination of his employment contract but which does not become known to the Group until after he has ceased employment with any member of the Group); or
(d) has committed an act of bankruptcy or has become insolvent or has made any arrangement or composition with his creditors generally; or
(e) has disclosed confidential information of the Group; or
(f) has entered into competition with the Group or breached any non-solicitation provisions in his employment, service agency, consultancy or engagement contract with any member of the Group (irrespective of whether such provisions are upheld or declared void and unenforceable by a court with competent jurisdiction),

then, in the case of an Eligible Employee, whether or not he is summarily dismissed by the Employer or is still employed or engaged by the Employer, or in the case of other eligible person, his relationship with the Group is terminated by the relevant member of the Group, then (i) any unvested Option held by such grantee will automatically lapse and (ii) any vested Option held by such grantee (to the extent not exercised) cannot be exercised.

RIGHTS ON CHANGE OF SHAREHOLDING OR OWNERSHIP OF GRANTEE

In the event that the grantee is a person other than an individual, if there is any change in the direct or indirect shareholding or ownership of the grantee since the date of offer of the Options, then (i) any unvested Option held by such grantee will automatically lapse and (ii) any vested Option held by such grantee (to the extent not exercised) shall lapse and cannot be exercised whether or not an exercise notice has been received by the Company before such change, provided that the Company may waive the application of this paragraph as more particularly set out in the New Share Option Scheme to any grantee on a conditional or unconditional basis.

EFFECT OF ALTERATIONS TO CAPITAL

In the event of a capitalisation issue, rights issue, consolidation, subdivision or reduction of the share capital of the Company, the Company shall make corresponding alternations (if any) to:

(I) the number of Shares subject to Options already granted so far as it remains exercisable; and/or
(II) the subscription price (as defined in the New Share Option Scheme); provided that

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APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

(i) any such alterations must be made so that each grantee is given the same proportion of the equity capital of the Company as that to which he was previously entitled;
(ii) no alternation shall be made which would result in the subscription price for a Share being less than its nominal value;
(iii) no such alterations shall be made in respect of an issue of securities by the Company as consideration in a transaction;
(iv) any such alterations, save as those made on a capitalisation issue, shall be confirmed by the auditors of the Company or an independent financial adviser by way of written confirmation to the Directors as satisfying the requirements of the foregoing paragraphs (I) to (II); and
(v) any such alterations made pursuant to a subdivision or consolidation of share capital of the Company shall be made on the basis that the aggregate subscription price payable by a grantee on full exercise of any Option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event.

RIGHTS ON A GENERAL OFFER

If a general offer to acquire Shares (whether by way of a takeover offer, share repurchase offer, privatisation proposal by a scheme of arrangement between the Company and its members or otherwise in a like manner) is made to the Shareholders pursuant to the Takeovers Code, the Company will use reasonable endeavours to procure that such offer is extended to all the grantees in respect of the outstanding Options on the terms required by the Takeovers Code or the relevant practice note(s) on the Takeovers Code. If the offer becomes or is declared unconditional in all respects, all unvested Options will automatically lapse on the date on which the offer becomes or is declared unconditional. The grantee (or his personal representative(s)) may exercise the outstanding vested Options (in whole or in part) at any time up to five business days before the close of the offer (or any revised offer), or five business days before the record date for entitlements under the scheme of arrangement, as the case may be. Unless otherwise approved by Shareholders who do not have interests in any outstanding Options, any vested Option not exercised prior to the expiry of the aforementioned period will automatically lapse.

RIGHTS ON WINDING UP

If an effective resolution is passed for the voluntary winding-up of the Company, all unvested Options will immediately and automatically lapse and a grantee can send an exercise notice to the Company within 15 business days after the date of such resolution to exercise all his outstanding vested Options (in whole or in part) as set out in the exercise notice. If the grantee has sent such exercise notice, he will be deemed to have sent the exercise notice immediately before the passing of the voluntary winding-up resolution. In this case the Company will not allot any Option Share to the grantee but instead will pay to the grantee out of the assets available in the liquidation pari passu with the holders of

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APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

Shares such sum as would have been received in respect of the Shares the subject of such election had the grantee been a member of the Company in respect of those Shares at the time of the resolution, reduced by an amount equal to the subscription price which would otherwise have been payable in respect of the vested Options so exercised.

RIGHTS ON A SCHEME OF ARRANGEMENT

If provisions under the paragraph headed ‘‘RIGHTS ON A GENERAL OFFER’’ do not apply and if a compromise or arrangement between the Company and its members or creditors is proposed in connection with a scheme for the reconstruction of the Company or amalgamation of the Company with another company or companies (other than a relocation scheme as contemplated in Rule 7.14(3) of the Listing Rules). The Company will give notice to all grantees on the same date as it gives notice to its members or creditors to hold a meeting to consider, and if thought fit approve, such a compromise or arrangement, thereupon all unvested Options will lapse. A grantee (or his personal representative(s)) may exercise all outstanding vested Options (in whole or in part) by sending an exercise notice to the Company accompanied by a remittance for the full amount of the aggregate subscription price for the Shares in respect of which the notice is given (or if the Company has agreed that the subscription price shall be payable to the Company in any other manner, the grantee shall pay or cause to be paid the subscription price to the Company in such manner as may be agreed by the Company), which must be received by the Company not later than five business days prior to the record date for ascertaining entitlements to attend and vote at the proposed meeting. The Company will upon receipt of the exercise notice and full payment of the total subscription price and prior to the said record date, allot and issue such number of Option Shares to the grantee (or his estate) as may fall to be issued on the exercise of the relevant vested Options credited as fully paid and register the grantee (or his estate) as the holder of the Shares allotted and issued upon a valid exercise of any vested Option. Any vested Option not exercised prior to the expiry of the period mentioned above will automatically lapse.

RANKING OF SHARES

Shares allotted on the exercise of Options will rank pari passu with the other Shares in issue at the date of exercise of the relevant Options except in respect of any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor is before the relevant exercise date. A Share allotted upon the exercise of an Option shall not carry voting rights until the name of the grantee (or his personal representative) has been duly entered into the register of members of the Company as the holder thereof.

PERIOD OF THE SCHEME

Subject to early termination as provided in the New Share Option Scheme and described in the paragraph headed ‘‘TERMINATION OF THE SCHEME’’ below and as more particularly set out in the New Share Option Scheme, the New Share Option Scheme shall be valid and effective for a period of 10 years commencing on the Adoption Date. Upon the expiry or termination of the New Share Option Scheme as aforesaid, no further Options shall be granted but in all other respects, in particular, in respect of Options

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APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

remaining outstanding on the expiry or termination of the New Share Option Scheme, the provisions of the New Share Option Scheme shall remain in full force and effect for the purpose of giving effect to the exercise of such unexercised Options or otherwise as may be required in accordance with the New Share Option Scheme.

VARIATION TO THE SCHEME AND TO THE TERMS OF OPTIONS GRANTED

Save as provided in the New Share Option Scheme, the New Share Option Scheme may be altered in any respect by resolution of the Board except the provisions relating to the matters set out in Rule 17.03 of the Listing Rules cannot be altered to the advantage of grantees without the prior approval of Shareholders in general meeting. Any alterations to the terms and conditions of New Share Option Scheme which are of a material nature or any change to the terms of Options granted must be approved by the Shareholders, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme. The amended terms of the New Share Option Scheme or the Options must comply with the relevant requirements of Chapter 17 of the Listing Rules. Any change to the authority of the Directors or scheme administrators in relation to any alteration to the terms of the New Share Option Scheme must be approved by Shareholders in general meeting.

TERMINATION OF THE SCHEME

The Company, by resolution in general meeting, or the Board may terminate the operation of the New Share Option Scheme at any time and no further Options will be offered under the New Share Option Scheme. But in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect and the Options granted prior to such termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

LAPSE OF OPTION

An Option will automatically lapse and will not vest and cannot be exercised upon the earliest of:

(i) the expiry of the Option period as described in the above paragraph headed ‘‘TIME FOR EXERCISE OF OPTIONS’’ and as more particularly set out in the New Share Option Scheme;
(ii) in the time that the relevant Option lapses in the manner described in the paragraphs above headed ‘‘RIGHTS ON CEASING EMPLOYMENT’’, ‘‘RIGHTS ON DEATH, ILLNESS, REDUNDANCY, RETIREMENT ETC.’’, ‘‘RIGHTS ON DETERMINATION OF MISCONDUCT’’, ‘‘RIGHTS ON CHANGE OF SHAREHOLDING OR OWNERSHIP OF GRANTEE’’, ‘‘RIGHTS ON A GENERAL OFFER’’, ‘‘RIGHTS ON WINDING UP’’ and ‘‘RIGHTS ON A SCHEME OF ARRANGEMENT’’ and as more particularly set out in the New Share Option Scheme; and

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APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

(iii) the date on which the grantee commits a breach of the provision of the New Share Option Scheme that an Option shall be personal to the grantee and shall not be assignable nor transferable and that no grantee shall sell, transfer, charge, mortgage or encumber or create any interest in favour of a third party over or in relation to any Option.

CANCELLATION OF UNEXERCISED OPTIONS

The Company may cancel any vested Options granted or any unvested Options under the New Share Option Scheme but not exercised on any terms and conditions with the approval of the grantee of such Option. No options may be granted under the New Share Option Scheme or any Other Share Option Scheme(s) to an Eligible Person in place of his cancelled options granted under the New Share Option Scheme or any Other Share Option Scheme(s) unless there are available unissued options under the New Share Option Scheme or any Other Share Option Scheme(s) (excluding the cancelled options) within the Scheme Mandate Limit approved by the Shareholders as mentioned in the paragraph headed ‘‘MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION’’ above and as more particularly set out in the New Share Option Scheme.

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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 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 Thursday, 30 September 2021 at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong for the following purposes:

AS ORDINARY BUSINESS

To receive the audited consolidated financial statements of the Company for the year ended 31 March 2021 together with the reports of the directors and auditor thereon.
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.
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

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;

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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;
(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.’’

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NOTICE OF ANNUAL GENERAL MEETING

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.’’
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.’’

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NOTICE OF ANNUAL GENERAL MEETING

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

‘‘THAT the rules of the new share option scheme of the Company (the ‘‘New Share Option Scheme’’) (a copy of which has been submitted to the AGM and signed by the Chairman of the AGM for the purpose of identification and a summary of the terms and conditions of which has been set out in the circular dated 30 August 2021) be and are hereby approved and adopted as the new share option scheme of the Company subject to the conditions set out therein, and that the Directors be and are hereby authorized to do such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme, notwithstanding that they or any of them may be interested in the same including without limitation to:

(i) implement the New Share Option Scheme and to grant options to persons eligible under the New Share Option Scheme to subscribe for Shares;
(ii) modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is/are effected in accordance with the terms and provisions of the New Share Option Scheme in relation to modifications and/or amendments and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
(iii) allot and issue and deal with from time to time such number of Shares as may be required to be issued pursuant to the exercise of the options granted under the New Share Option Scheme provided that the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and other share option scheme(s) shall not exceed 10% of the issued share capital of the Company as at the date of passing this resolution (the ‘‘Scheme Mandate Limit’’), with the acknowledgment that the Company may seek an approval from the shareholders in general meeting to refresh the Scheme Mandate Limit from time to time but provided always that the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and other share option scheme(s) shall not in aggregate exceed 30% of the issued share capital of the Company from time to time; and

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NOTICE OF ANNUAL GENERAL MEETING

(iv) make application at the appropriate time or times to The Stock Exchange of Hong Kong Limited and any other stock exchanges, if appropriate, for the listing of, and permission to deal in, any Shares or any part thereof that may hereafter from time to time be issued and allotted pursuant to the exercise of options granted under the New Share Option Scheme.’’

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

Hong Kong, 30 August 2021

Notes:

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.
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.
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).
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.
The register of members of the Company will be closed from Friday, 24 September 2021 to Thursday, 30 September 2021, 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 Thursday, 23 September 2021.
If a tropical cyclone warning signal No. 8 or above is hoisted or ‘‘extreme conditions’’ caused by super typhoons or a black rainstorm warning signal is in force any time from 8: 00 a.m. to 3: 00 p.m. on the date of the AGM, the AGM will be postponed and members of the Company will be informed of the date, time and venue of the postponed AGM by a supplementary announcement posted on the website of the Stock Exchange. The AGM will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. Members of the Company should make their own decisions as to whether they would attend the AGM under such bad weather conditions and if they choose to do so, they are advised to exercise care and caution.

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NOTICE OF ANNUAL GENERAL MEETING

7. PRECAUTIONARY MEASURES FOR THE AGM

(i) use hand sanitizer gel before entry and compulsory temperature checks;
(ii) mandatory wearing of surgical face masks;
(iii) maintain appropriate social distancing and the number of attendees at the meeting will be limited according to the latest regulations announced by the government;
(iv) no provision of corporate gift distributed and refreshments or drinks will be served; and
(v) any person who does not comply with the precautionary measures to be taken at the AGM may be denied entry into the meeting venue.

– 34 –

AI assistant

WH Group Limited — AGM Information 2021

49096_rns_2021-08-30_4d20c3a4-3cc1-4ca6-97ef-eb8c9d588cdd.pdf

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

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS, GRANT OF GENERAL MANDATES

TO ISSUE SHARES AND BUY BACK SHARES, ADOPTION OF NEW SHARE OPTION SCHEME AND

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE AGM

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

(Stock Code: 164)

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS, GRANT OF GENERAL MANDATES

TO ISSUE SHARES AND BUY BACK SHARES, ADOPTION OF NEW SHARE OPTION SCHEME AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

RE-ELECTION OF RETIRING DIRECTORS

GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES

The Issue Mandate

The Buy-back Mandate

ADOPTION OF THE NEW SHARE OPTION SCHEME

The Previous Share Option Scheme

The New Share Option Scheme

LETTER FROM THE BOARD

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

DOCUMENTS AVAILABLE FOR INSPECTION

RESPONSIBILITY STATEMENT

RECOMMENDATION

1. SHARE CAPITAL

2. REASONS FOR SHARE BUY-BACKS

3. FUNDING OF BUY-BACKS

4. SHARE PRICES

5. DISCLOSURE OF INTERESTS

6. UNDERTAKING OF THE DIRECTORS

7. EFFECT OF THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT

8. SHARE BUY-BACK BY THE COMPANY

PURPOSE OF THE SCHEME

WHO MAY JOIN

GRANT AND ACCEPTANCE OF OPTIONS

SUBSCRIPTION PRICE OF SHARES

MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

GRANT OF OPTIONS TO CONNECTED PERSONS

RESTRICTION ON THE TIME OF GRANT OF OPTIONS

TIME FOR EXERCISE OF OPTIONS

PERFORMANCE TARGETS

RIGHTS ARE PERSONAL TO GRANTEE

RIGHTS ON CEASING EMPLOYMENT

RIGHTS ON DEATH, ILLNESS, REDUNDANCY, RETIREMENT ETC.

RIGHTS ON DETERMINATION OF MISCONDUCT

RIGHTS ON CHANGE OF SHAREHOLDING OR OWNERSHIP OF GRANTEE

EFFECT OF ALTERATIONS TO CAPITAL

RIGHTS ON A GENERAL OFFER

RIGHTS ON WINDING UP

RIGHTS ON A SCHEME OF ARRANGEMENT

RANKING OF SHARES

PERIOD OF THE SCHEME

VARIATION TO THE SCHEME AND TO THE TERMS OF OPTIONS GRANTED

TERMINATION OF THE SCHEME

LAPSE OF OPTION

CANCELLATION OF UNEXERCISED OPTIONS

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

NOTICE OF ANNUAL GENERAL MEETING

AS ORDINARY BUSINESS

AS SPECIAL BUSINESS

‘‘THAT:

‘‘THAT:

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

Hong Kong, 30 August 2021

7. PRECAUTIONARY MEASURES FOR THE AGM

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WH Group Limited AGM Information 2021