WH Group Limited — Capital/Financing Update 2017

May 8, 2017

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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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)

FURTHER UPDATE ON DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF 75% EQUITY INTEREST OF WE FLY TRAVEL LIMITED INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

References are made to the announcements of China Baoli Technologies Holdings Limited (the “ Company ”) dated 26 January 2017 and 31 March 2017 in relation to the acquisition of 75% equity interest of We Fly Travel Limited involving the issue of consideration shares under general mandate, which constituted a discloseable transaction for the Company (the “ Announcements ”). Unless otherwise specified, capitalised terms used herein have the same meanings as those defined in the Announcements.

As set out in the Announcements, Completion took place on 1 March 2017. Immediately after Completion, the Company held 75% of the equity interest of the Target Company. The First Tranche Consideration Shares of 976,744,186 Shares were allotted and issued to the nominee of the Vendor on Completion. Pursuant to the Share Purchase Agreement, the Second Tranche Consideration Shares of 418,604,651 Shares shall be allotted and issued to the Vendor or her nominees within ten Business Days of the delivery to the Purchaser of the 2016 Accounts. On 31 March 2017, the Purchaser agreed to extend the deadline for the delivery of the 2016 Accounts to 15 May 2017.

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The 2016 Accounts were delivered to the Purchaser on 20 April 2017. The 2016 Accounts show that:

• (a) the revenue of the Target Company for the financial year ended 31 December 2016 is more than HK$90,000,000; and

• (b) the net loss accrued to the Target Company for the financial year ended 31 December 2016 is not more than HK$1,250,000.

Accordingly, all Second Tranche Consideration Shares Conditions have been satisfied. The Second Tranche Consideration Shares of 418,604,651 Shares were allotted and issued to the nominee of the Vendor on 8 May 2017. Following the allotment and issue of the First Tranche Consideration Shares and the Second Tranche Consideration Shares to the nominee of the Vendor, the nominee of the Vendor held an aggregate of 1,395,348,837 Shares.

The shareholding structure of the Company as at the date of this announcement is as follows:

Shareholders Lui Lai Yan (Note 1) Yeung Chun Wai, Anthony (Note 1) Nova Investment Group Limited (“Nova Investment”) (Note 1) One Faith Investments Limited (“One Faith Investments”) (Note 2) The Vendor’s nominee Other public Shareholders Total	As at the date of this announcement No. of Shares Approx. % 169,825,000 0.49% 699,387,205 2.03% 1,521,007,187 4.41% 2,086,700,000 6.05% 1,395,348,837 4.04% 28,632,776,225 82.98% 34,505,044,454 100.00%	As at the date of this announcement No. of Shares Approx. % 169,825,000 0.49% 699,387,205 2.03% 1,521,007,187 4.41% 2,086,700,000 6.05% 1,395,348,837 4.04% 28,632,776,225 82.98% 34,505,044,454 100.00%
		100.00%

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Notes:

• (1) As at the date of this announcement, Nova Investment is interested in 1,521,007,187 Shares. The issued share capital of Nova Investment is wholly owned by Ms. Lui Lai Yan, who is the spouse of Mr. Yeung Chun Wai, Anthony, an executive Director.

• (2) As at the date of this announcement, One Faith Investments is interested in 2,086,700,000 Shares. The issued share capital of One Faith Investments is wholly owned by Mr. Zhang Yi, an executive Director and the Chairman of the Company.

By order of the Board China Baoli Technologies Holdings Limited Chu Wei Ning

Chief Executive Officer & Executive Director

Hong Kong, 8 May 2017

As at the date of this announcement, the executive directors are Mr. Zhang Yi (Chairman), Ms. Chu Wei Ning (Chief Executive Officer), Mr. Yeung Chun Wai, Anthony and Mr. Wong King Shiu, Daniel; and the independent non-executive directors are Mr. Wong Hoi Kuen, Mr. Chan Chi Yuen and Mr. Lee Chi Ming.

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