WH Group Limited — M&A Activity 2018

Jun 19, 2018

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.

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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)

HOLDING ANNOUNCEMENT

Reference is made to the announcement of China Baoli Technologies Holdings Limited (the “ Company ” together with its subsidiaries, the “ Group ”) dated 4 June 2018 in relation to the trading halt of the Company’s shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) pending the release by the Company of an announcement containing inside information of the Company in relation to a proposed very substantial acquisition involving an issue of consideration shares under specific mandate pursuant to the terms of a signed agreement (the “ Subject Transaction ”).

The board of directors (the “ Board ”) of the Company wishes to provide the shareholders of the Company with an update regarding the latest development in relation to the Subject Transaction, and the current resumption status.

On 4 June 2018, a wholly-owned subsidiary of the Company (the “ Purchaser ”) entered into an acquisition agreement with respect to the Subject Transaction (the “ Agreement ”), pursuant to which the Purchaser conditionally agreed to acquire 25.1% of the issued share capital of YOTA (the “ Target Company ”). Upon completion of the Subject Transaction, the financial statements of the Target Company will be consolidated with the financial statements of the Company and the Target Company will be accounted for as a subsidiary of the Company. The consideration under the Agreement will be satisfied by the allotment and issue of consideration shares by the Company on the completion date.

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As one or more of the applicable percentage ratios in relation to the Subject Transaction is more than 100%, the Subject Transaction constitutes a very substantial acquisition for the Company under the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), the announcement in relation to the Subject Transaction (the “ Announcement ”) is therefore subject to clearance by the Stock Exchange pursuant to the Listing Rules. The Company and its professional advisors are working to address the latest round of comments from the Stock Exchange and a further draft of the Announcement is scheduled to be submitted to the Stock Exchange by today. The Company expects that the further draft Announcement will address issues raised in the Stock Exchange’s comments.

Trading in the shares of the Company on the Stock Exchange has been halted with effect from 1:00 p.m. on Monday, 4 June 2018 and will remain suspended pending the release of the Announcement.

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

Hong Kong, 19 June 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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