WH Group Limited — Capital/Financing Update 2018

Apr 23, 2018

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

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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)

ISSUE OF NEW SHARES UNDER GENERAL MANDATE

On 23 April 2018 (after trading hours), the Company and the Subscriber entered into the Subscription Agreement, under which the Company has conditionally agreed to allot and issue, and the Subscriber has conditionally agreed to subscribe for, the Subscription Shares. The total subscription money for the Subscription Shares shall be HK$360,000,000.

Completion of the Subscription is conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares.

SUBSCRIPTION AGREEMENT

Date: 23 April 2018 (after trading hours)

Parties:

• (a) the Subscriber; and

• (b) the Company as the issuer.

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To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, the Subscriber is a third party independent of the Company and connected persons of the Company.

Subscription Shares

The Subscription Shares consist of the Tranche I Subscription Shares and the Tranche II Subscription Shares.

Condition

Completion of the Subscription is conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares (and such listing and permission not subsequently revoked).

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

Tranche I Subscription Shares

1,754,211,506 new Shares to be subscribed by the Subscriber, representing approximately 4.98% of the existing issued share capital of the Company and approximately 4.74% of the issued share capital of the Company as enlarged by the issue of the Tranche I Subscription Shares. The aggregate nominal value of the Tranche I Subscription Shares will be HK$17,542,115.06.

Tranche I Subscription Price

The total subscription money to be paid by the Subscriber for the Tranche I Subscription Shares shall be HK$180,000,000. The Tranche I Subscription Price of approximately HK$0.1026 per Tranche I Subscription Share was determined after arm’s length negotiation between the parties with reference to the current market price of the Shares.

The net price of each Tranche I Subscription Share will be approximately HK$0.0974.

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The Tranche I Subscription Price represents:

• (i) a premium of approximately 11.52% to the closing price of the Shares of HK$0.092 as quoted on the Stock Exchange on 23 April 2018, being the date of this announcement and the date of the Subscription Agreement; and

• (ii) a premium of approximately 5.99% to the average closing price of the Shares of approximately HK$0.0968 as quoted on the Stock Exchange for the 5 consecutive Trading Days prior to the publication of this announcement.

Tranche I Completion

Subject to the fulfillment of the abovementioned condition, Tranche I Completion will take place within 2 Business Days following fulfillment of the condition or such other time or date as the parties may otherwise agree in writing and subject to compliance with the Listing Rules.

In the event that the condition to the Tranche I Completion is not fulfilled on or before 10 May 2018 (or subject to compliance with the requirements of the Listing Rules, such later date as may be agreed between the parties), the Subscription Agreement and all rights and obligations thereunder will cease and terminate.

Tranche II Subscription Shares

Such number of Shares as calculated by dividing HK$180,000,000 by the Tranche II Subscription Price, rounded down to the nearest integer, being up to 1,754,385,964 Shares. Assuming there is no change in the number of issued Shares after Tranche I Completion, the Tranche II Subscription Shares will represent up to approximately 4.74% of the issued share capital of the Company at Tranche I Completion and up to approximately 4.53% of the issued share capital of the Company as enlarged by the issue of all the Tranche II Subscription Shares. The aggregate nominal value of the Tranche II Subscription Shares will be up to HK$17,543,859.64.

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Tranche II Subscription Price

The total subscription money to be paid by the Subscriber for the Tranche II Subscription Shares shall be HK$180,000,000. The Tranche II Subscription Price, which will be at or not less than HK$0.1026, was determined after arm’s length negotiation between the parties with reference to the current market price of the Shares.

The net price of each Tranche II Subscription Share will be at or not less than approximately HK$0.0974.

The minimum Tranche II Subscription Price of HK$0.1026 represents:

• (i) a premium of approximately 11.52% to the closing price of the Shares of HK$0.092 as quoted on the Stock Exchange on 23 April 2018, being the date of this announcement and the date of the Subscription Agreement; and

• (ii) a premium of approximately 5.99% to the average closing price of the Shares of approximately HK$0.0968 as quoted on the Stock Exchange for the 5 consecutive Trading Days prior to the publication of this announcement.

Tranche II Completion

Subject to the fulfillment of the condition, Tranche II Completion will take place on 28 September 2018 or such other time or date as the parties may otherwise agree in writing and subject to compliance with the Listing Rules.

In the event that the condition to the Tranche II Completion is not fulfilled by 30 September 2018 (or subject to compliance with the requirements of the Listing Rules, such later date as may be agreed between the parties), the obligation of the Company and the Subscriber with the respect to Tranche II Completion will cease and terminate.

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General mandate to issue the Subscription Shares

The Subscription Shares will be issued under the general mandate granted by the Shareholders to the Directors pursuant to the resolution of the Shareholders passed in the annual general meeting of the Company held on 26 September 2017. Accordingly, the issue of the Subscription Shares is not subject to further approval of the Shareholders. On the date of the annual general meeting, the Company had 34,505,044,454 Shares in issue and the general mandate granted by the Shareholders was to issue up to 6,901,008,890 Shares, representing 20% of the issued share capital of the Company as at the date of the passing of the resolution for granting such general mandate to the Directors.

As at the date of this announcement, 720,086,187 Shares have been issued pursuant to such general mandate, and the Company has not repurchased any Shares in the 30 days immediately preceding the date of the Subscription Agreement.

Upon completion of the Subscription (assuming there is no other Share issuance under such general mandate prior to completion of the Subscription, and that 3,508,597,470 Subscription Shares are issued), the Company will have remaining mandate to issue up to 2,672,325,233 Shares, representing approximately 7.59% of the existing issued share capital of the Company or approximately 6.90% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.

Ranking of the Subscription Shares

The Subscription Shares, when fully paid, will rank pari passu in all respects with the Shares in issue on the relevant date of issue including the right to any dividends or distributions after the date of completion of the Subscription.

Director Nomination

Subject to compliance with the Listing Rules and upon the Tranche I Completion, the Subscriber shall have the right to nominate one Director to the Board of the Company in accordance with the memorandum of association and bye-laws of the Company.

Subject to compliance with the Listing Rules, and upon the Tranche II Completion, the Subscriber shall have the right to nominate one additional Director to the Board of the Company in accordance with the memorandum of association and bye-laws of the Company.

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EFFECT OF THE SUBSCRIPTION ON SHAREHOLDING

The shareholding structure of the Company before and after the Subscription will be as follows:

Name of Shareholder Lui Lai Yan (Note 2) Yeung Chun Wai, Anthony (Note 2) Rising Elite Global Limited (Note 2) Nova Investment Group Limited (Note 2) Sub-total One Faith Investments Limited (Note 3) Public Shareholders Subscriber Other public Shareholders Sub-total Total	As at the date of this announcement Number of Shares Approximate % 152,000,000 0.43% 871,387,205 2.47% 90,000,000 0.26% 1,521,007,187 4.32% 2,634,394,392 7.48% 2,153,475,000 6.11% – – 30,437,261,249 86.41% 30,437,261,249 86.41% 35,225,130,641 100%	Immediately after the Completion of the Tranche I Subscription Shares Number of Shares Approximate % 152,000,000 0.41% 871,387,205 2.36% 90,000,000 0.24% 1,521,007,187 4.12% 2,634,394,392 7.13% 2,153,475,000 5.82% 1,754,211,506 4.74% 30,437,261,249 82.31% 32,191,472,755 87.05% 36,979,342,147 100%	Immediately after the Completion of the Tranche II Subscription Shares(Note 1) Number of Shares Approximate % 152,000,000 0.39% 871,387,205 2.25% 90,000,000 0.23% 1,521,007,187 3.93% 2,634,394,392 6.80% 2,153,475,000 5.56% 3,508,597,470 9.06% 30,437,261,249 78.58% 33,945,858,719 87.64% 38,733,728,111 100%	Immediately after the Completion of the Tranche II Subscription Shares(Note 1) Number of Shares Approximate % 152,000,000 0.39% 871,387,205 2.25% 90,000,000 0.23% 1,521,007,187 3.93% 2,634,394,392 6.80% 2,153,475,000 5.56% 3,508,597,470 9.06% 30,437,261,249 78.58% 33,945,858,719 87.64% 38,733,728,111 100%
				100%

Notes:

• (1) Assuming 1,754,385,964 Tranche II Subscription Shares are issued.

• (2) Mr. Yeung Chun Wai, Anthony is an executive Director. Rising Elite Global Limited and Nova Investment Group Limited are beneficially wholly owned by Mr. Yeung Chun Wai, Anthony. Ms. Lui Lai Yan is the spouse of Mr. Yeung Chun Wai, Anthony.

• (3) Mr. Zhang Yi is an executive Director and the Chairman of the Board. One Faith Investments Limited is beneficially wholly owned by Mr. Zhang Yi.

REASON FOR THE SUBSCRIPTION

The Group is principally engaged in mobile technologies business, leisure-related business including tourism and hospitality, gamma ray irradiation service, and securities trading and investment.

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The Subscription is being undertaken to supplement the Group’s funding of its expansion and growth plans. The Directors consider that the Subscription will provide an opportunity to raise capital for the Company whilst broadening the shareholder base and strengthening the capital base and the financial position of the Company.

The Directors consider that the terms and conditions of the Subscription Agreement (including the Tranche I Subscription Price and Tranche II Subscription Price) are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

USE OF PROCEEDS OF THE SUBSCRIPTION

The aggregate gross proceeds of the Subscription will be HK$360,000,000.

The estimated net proceeds of the Subscription after deduction of the related expenses is approximately HK$341,600,000, and is intended to be used for the expansion of the Group’s mobile technologies business.

EQUITY CAPITAL RAISING ACTIVITIES DURING PAST 12 MONTHS

The Company has not carried out any equity capital raising activities during the 12 months immediately preceding the date of this announcement.

GENERAL

The Company will make further announcements upon Tranche I Completion and Tranche II Completion.

As the Subscription is subject to the fulfillment of the abovementioned condition and may or may not proceed to completion, Shareholders and prospective investors are advised to exercise caution when dealing in the Shares of the Company.

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DEFINITIONS

“Board”	the board of Directors;
“Business Day”	means any day (excluding Saturdays, Sundays and public
	holidays in Hong Kong) on which licensed banks generally
	are open for business in Hong Kong;
“Company”	China Baoli Technologies Holdings Limited;
“connected person”	has the meaning ascribed to it under the Listing Rules;
“Directors”	the directors of the Company;
“Group”	the Company and its subsidiaries;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Shares”	ordinary shares of HK$0.01 each in the share capital of the
	Company;
“Shareholders”	the holders of the Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Subscriber”	Ms. Salim, Sing Wai Allina（林承慧）;
“Subscription”	the subscription of the Subscription Shares by the
	Subscriber;

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• “Subscription Agreement” the subscription agreement dated 23 April 2018 entered between the Company and the Subscriber in respect of the Subscription;

• “Subscription Shares” the Tranche I Subscription Shares and the Tranche II Subscription Shares;

“Trading Day” means any day on which the Stock Exchange is open for the business of dealing in securities and the closing price of the shares on such day is available on the daily quotation sheet published by the Stock Exchange;

• “Tranche I Completion” completion of the subscription for and the allotment and issue of the Tranche I Subscription Shares under the Subscription Agreement;

• “Tranche I Subscription the subscription price per Tranche I Subscription Share, Price” being approximately HK$0.1026;

• “Tranche I Subscription means 1,754,211,506 new Shares to be subscribed by the Shares” Subscriber pursuant to the Subscription Agreement;

• “Tranche II Completion” completion of the subscription for and the allotment and issue of the Tranche II Subscription Shares under the Subscription Agreement;

• “Tranche II Reference means the 10th Trading Day prior to the date of Tranche II Date” Completion;

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“Tranche II Subscription Price”

means the price equal to the higher of (a) HK$0.1026 per Share (subject to adjustment as a result of any consolidation, subdivision or reclassification of Shares) and (b) the price equal to 80% of the higher of (i) the closing price per Share as quoted on the daily quotation sheet published by the Stock Exchange on the Tranche II Reference Date and (ii) the average closing price per Share as quoted on the daily quotation sheet published by the Stock Exchange in the 5 Trading Days immediately prior to the Tranche II Reference Date; such price per Tranche II Subscription Share to be agreed between the parties on or before Tranche II Completion, provided such price shall in any case not represent a discount of 20% or more of the benchmarked price under Rule 13.36(5) of Listing Rules, in which case the price shall adjust accordingly;

• “Tranche II Subscription Shares”

means such numbers of Shares as calculated by dividing HK$180,000,000 by the Tranche II Subscription Price, rounded down to the nearest integer; and

“%”

per cent.

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

Chairman

Hong Kong, 23 April 2018

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. Chan Chi Yuen, Mr. Chan Kee Huen, Michael, Mr. Han Chunjian and Mr. Wong Hoi Kuen.

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