WH Group Limited — Board/Management Information 2016

Jun 28, 2016

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

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

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

APPOINTMENT OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER AND GRANT OF SHARE OPTIONS

APPOINTMENT OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER

The board (the “ Board ”) of directors (the “ Directors ”) of China Baoli Technologies Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) is pleased to announce that Mr. Yeung Chun Wai, Anthony (“ Mr. Yeung ”), an executive Director, has been appointed as the chairman of the Board and Ms. Chu Wei Ning (“ Ms. Chu ”), an executive Director and an authorised representative of the Company, has been appointed as the chief executive officer of the Company, both with effect from 27 June 2016.

Biographical details of Ms. Chu are set out as follows:

Ms. Chu Wei Ning

Ms. Chu Wei Ning, aged 43, was appointed as an executive Director on 8 July 2015. She is also an authorised representative of the Company and a director of various subsidiaries of the Group. Ms. Chu is currently responsible for the strategic investment and business development of the Company. Ms. Chu has been a veteran investment banker and venture capital investment professional with over 15 years of experience. Prior to joining the Company, Ms. Chu has been a founding member and the managing director of a private investment fund which focused on investments in telecommunications, media and technology. Previously she also held various capacities in Bank of China International, Bear Stearns Asia Limited and Chase Manhattan Bank (which was subsequently acquired by JP Morgan).

1

Ms. Chu holds a Bachelor degree in Business Administration from the Chinese University of Hong Kong and a master degree of Business Administration from the University of Texas at Austin with Honors.

Pursuant to the service agreement entered into between the Company and Ms. Chu (as supplemented and amended on 27 June 2016), her term of service with the Company is three years from 8 July 2015. The service agreement may be terminated by either party giving three months’ written notice or payment in lieu. Pursuant to bye-law 87(2) of the Company, Ms. Chu’s appointment in her capacity as executive Director is subject to retirement by rotation and re-election at the annual general meetings of the Company. Ms. Chu is entitled to a fixed emolument of HK$2,400,000 per annum (including a director’s fee of HK$1,320,000), participation in the Share Option Scheme (as defined below) and bonus payable at the discretion of the Board, which have been determined with reference to her duties and responsibilities, remuneration policy and prevailing market conditions.

Ms. Chu did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years. As at the date of this announcement, Ms. Chu is interested in 300,000,000 Options, the details of the grant of which are set out below in this announcement. Save as disclosed above, Ms. Chu does not have any other interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Save as disclosed above, she does not hold any other position with the Company or other members of the Group. As at the date of this announcement, Ms. Chu does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, Ms. Chu has confirmed that there are no other matters relating to her appointment that need to be brought to the attention of the shareholders of the Company, and there is no other information which is required to be disclosed pursuant to any requirements of Rule 13.51(2) of the Listing Rules.

The Board would like to express its warmest welcome to Mr. Yeung and Ms. Chu as chairman of the Board and chief executive officer of the Company respectively. The Board expects that under the leadership of Mr. Yeung and Ms. Chu, the performance of the Group could be enhanced, bringing positive returns to the shareholders of the Company.

GRANT OF SHARE OPTIONS

This is made pursuant to Rule 17.06A of the Listing Rules.

2

The Board hereby announces that on 27 June 2016, the Company has granted, subject to acceptance by the grantees, share options (the “ Options ”) to certain eligible persons under the share option scheme of the Company adopted on 22 August 2011 (the “ Share Option Scheme ”) to subscribe for a total of 730,820,000 ordinary shares of HK$0.01 each of the Company (the “ Shares ”). Details of the Options granted are set out below:–

Date of grant : 27 June 2016 Exercise price of Options granted : HK$0.239 per Share Number of Options granted : 730,820,000 Closing market price of the Shares : HK$0.224 per Share on the date of grant Average closing price of the Shares for : HK$0.239 per Share the five trading days immediately preceding the date of grant Validity period of the Options : The exercise period of the Options shall be from the date of grant (subject to due acceptance of the Options) to (but excluding) the second anniversary of the date of grant and the Options shall lapse at the expiry of the exercise period.

Among the total of 730,820,000 Options granted, 530,000,000 Options were granted to the Directors as follows:

Name of director Position Mr. Yeung Chun Wai, Anthony Executive Director and Chairman of the Board Ms. Chu Wei Ning Executive Director and Chief Executive Officer Mr. Chen Domingo Executive Director Total:	No. of Options granted 200,000,000 300,000,000 30,000,000 530,000,000

3

The above offers of Options to each of the above Directors had been approved by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules and the Share Option Scheme.

Save as disclosed above, to the best of the knowledge and belief of the Directors, none of the grantees is a Director, chief executive or substantial shareholder (as defined in the Listing Rule) of the Company or an associate (as defined in the Listing Rules) of any of them.

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

Hong Kong, 27 June 2016

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

4