WH Group Limited — M&A Activity 2018

Oct 4, 2018

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This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any 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)

TERMINATION OF VERY SUBSTANTIAL ACQUISITION

References are made to the announcement of China Baoli Technologies Holdings Limited (the “ Company ”) dated 5 July 2018 and 9 July 2018 (the “ Announcements ”). Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcements.

On 3 October 2018, the Company received the ruling from the Listing Committee that it decided to uphold the Listing Department’s Ruling that the Acquisition is a reverse takeover under Rule 14.06(6) of the Listing Rules (the “ Decision ”), for the reasons extracted below:

“DECISION

The Committee considered all the submissions (both written and oral) made by the Company and the Department. The Committee decided to uphold the Department’s Decision that the Acquisition is a reverse takeover under Rule 14.06(6).

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REASONS

The Committee arrived at its decision for the following reasons:

1. Rule 14.06(6) defines a RTO to be an acquisition (or a series of acquisitions) which constitutes, in the opinion of the Exchange, an attempt to achieve a listing of the assets to be acquired and a means to circumvent the new listing requirements.

2. The Exchange Guidance Letter HKEX-GL78-14 explains that the RTO Rules are antiavoidance provisions designed to prevent circumvention of the new listing requirements. Paragraph 23 of the guidance letter states that “where an issuer acquires equity interests in a target in stages, the Exchange may aggregate the acquisitions in considering whether the acquisitions together are material to the issuer and represent an intention to achieve listing of the target”. There is no fixed period when assessing transactions or arrangements that would constitute a series of transactions or arrangements under the principle based test of the RTO Rule.

3. The Committee noted the Company’s submission regarding the commercial rationale to consolidate control of the Target for effective development of the mobile phone business. The First Acquisition, the Second Acquisition and the Acquisition involved acquisition of interests in the Target, and the Target would become a subsidiary of the Company after completion of the Acquisition. The Committee therefore considered that the First Acquisition, the Second Acquisition and the Acquisition should be aggregated. In particular, the Committee considered that the size of the Acquisition (both on its own and on aggregated basis) was significant to the Group.

4. The Group’s principal business in cruise ship management had been suspended since about mid-2017. The First Acquisition, the Second Acquisition and the Acquisition would result in a fundamental change in the Company’s principal business to mobile technologies business and were significant to the Group. They would have the effect of transforming the Group’s existing listing into a listing of the Target’s business.

5. In view of the above, the Committee considered that the Acquisition is a RTO under Rule 14.06(6).

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Should the Company decide to proceed with the Acquisition, the Exchange will treat the Company as if it were a new listing applicant. The enlarged group or the assets to be acquired must be able to meet the requirements of Rule 8.05 and the enlarged group must be able to meet all the other basic conditions set out in Chapter 8 of the Listing Rules.”

In light of the Decision, on 3 October 2018, the Purchaser and the Vendor entered into a termination agreement to terminate the Agreement, hence the Acquisition will not proceed.

The Board considers the termination of the Agreement will not have any material adverse impact on the business operations or financial position of the Group. The Group will continue to develop its mobile technologies business, including but not limited to developing tailored versions of mobile devices for their customers and licensing the technologies to other mobile operators or industry players.

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

Hong Kong, 3 October 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 Fong Kong, Francis, Mr. Chan Kee Huen, Michael and Mr. Han Chunjian.

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