WH Group Limited — Proxy Solicitation & Information Statement 2017

Aug 24, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Baoli Technologies Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

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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)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, THE GRANT OF GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Taishan Room, Level 5, Island Shangri-La, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 26 September 2017 at 3:00 p.m. is set out on pages 18 to 22 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you intend to attend and vote at the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

25 August 2017

CONTENTS

	Pages
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandates to Issue Shares and to Buy Back Shares . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Details of Retiring Directors Proposed for Re-election. . . . . . . . . . .	8
Appendix II – Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“AGM”

the annual general meeting of the Company to be held at Taishan Room, Level 5, Island Shangri-La, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 26 September 2017 at 3:00 p.m.

“Board”

the board of Directors

“Buy-back Mandate”

the proposed general mandate to be granted to the Directors to permit the buy back of fully paid up Shares of up to 10% of the total number of issued Shares as at the date of the passing of the ordinary resolution granting such mandate

“Bye-laws”

“Company”

the bye-laws of the Company China Baoli Technologies Holdings Limited, an exempted company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange

“Director(s)”

“Group”

the director(s) of the Company the Company and its subsidiaries

“HK$”

Hong Kong dollar, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

“Issue Mandate” “Latest Practicable Date”

the proposed general mandate to be granted to the Directors to allot, issue and deal with new Shares not exceeding 20% of the total number of issued Shares as at the date of the passing of the ordinary resolution granting such mandate

18 August 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 1 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	share(s) of HK$0.01 each in the capital of the Company
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers issued by the Securities
	and Futures Commission
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

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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)

Executive Directors: Registered office: Zhang Yi Clarendon House Chu Wei Ning 2 Church Street Yeung Chun Wai, Anthony Hamilton HM11 Wong King Shiu, Daniel Bermuda Independent non-executive Directors: Principal place of business: Chan Chi Yuen Suites 3401-3413, 34/F. Chan Kee Huen, Michael Two Pacific Place Han Chunjian 88 Queensway Lee Chi Ming Hong Kong Wong Hoi Kuen 25 August 2017

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS, THE GRANT OF GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM in relation to (i) the re-election of retiring Directors; (ii) the Issue Mandate and the extension of the Issue Mandate; and (iii) the Buy-back Mandate.

– 3 –

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 86(2), Mr. Zhang Yi, Mr. Chan Kee Huen, Michael and Mr. Han Chunjian will retire from office at the AGM and, being eligible, will offer themselves for re-election at the AGM.

Pursuant to Bye-law 87(2), Mr. Yeung Chun Wai, Anthony and Mr. Lee Chi Ming will retire by rotation at the AGM and are eligible for re-election at the AGM.

Mr. Lee Chi Ming has informed the Board that he would not offer himself for re-election and accordingly will retire at the conclusion of the AGM. Mr. Yeung Chun Wai, Anthony will offer himself for re-election at the AGM.

Details of the retiring Directors proposed for re-election at the AGM are set out in Appendix I of this circular.

GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES

At the annual general meeting of the Company held on 2 September 2016, the Shareholders passed resolutions granting the Directors general mandates to allot and issue new Shares and to buy back Shares. Such mandates will expire and lapse at the conclusion of the AGM. It is therefore proposed to renew the general mandates to allot, issue and deal with new Shares and to buy back Shares at the AGM.

The Issue Mandate

At the AGM, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Issue Mandate which will enable the Directors to exercise the power of the Company to allot, issue and otherwise deal with new Shares not exceeding 20% of the total number of issued Shares as at the date of passing such resolution. In addition, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the extension of the Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Issue Mandate the number of Shares bought back under the Buy-back Mandate, if granted.

As at the Latest Practicable Date, the total number of issued Shares was 34,505,044,454 Shares. Assuming that there is no change in the issued Shares between the Latest Practicable Date and the date of passing the resolution approving the Issue Mandate, the maximum number of Shares which may be issued pursuant to the Issue Mandate will be 6,901,008,890 Shares.

– 4 –

LETTER FROM THE BOARD

Details of the Issue Mandate and the extension of the Issue Mandate are respectively set out in the ordinary resolutions numbered 4 and 6 in the notice of the AGM set out on pages 18 to 22 of this circular.

The Buy-back Mandate

At the AGM, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Buy-back Mandate which will enable the Directors to exercise the power of the Company to buy back Shares up to 10% of the total number of issued Shares as at the date of passing such resolution. The Company’s authority is restricted to buy back Shares in the market in accordance with the Listing Rules.

As at the Latest Practicable Date, the total number of issued Shares was 34,505,044,454 Shares. Assuming that there is no change in the issued Shares between the Latest Practicable Date and the date of passing the resolution approving the Buy-back Mandate, the maximum number of Shares which may be bought back pursuant to the Buy-back Mandate will be 3,450,504,445 Shares.

Pursuant to the Listing Rules, an explanatory statement containing all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the Buy-back Mandate is set out in Appendix II of this circular.

Details of the Buy-back Mandate are set out in the ordinary resolution numbered 5 in the notice of the AGM set out on pages 18 to 22 of this circular.

Both the Issue Mandate and the Buy-back Mandate will expire upon the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; and

• (iii) the revocation or variation of such authority by an ordinary resolution of the Shareholders in a general meeting.

– 5 –

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Taishan Room, Level 5, Island Shangri-La, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 26 September 2017 at 3:00 p.m. is set out on pages 18 to 22 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders in relation to the resolutions to be proposed at the AGM will be taken by poll. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

As at the Latest Practicable Date, to the best of Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has any material interest in the resolutions to be proposed at the AGM and therefore, no Shareholder is required to abstain from voting at the AGM.

Whether or not you intend to attend and vote at the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 6 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposals for re-election of the retiring Directors, and granting of the Issue Mandate, the Buy-back Mandate and the extension of the Issue Mandate are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is also drawn to the information as set out in the Appendices to this circular.

Yours faithfully,

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

– 7 –

APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM:

Mr. Zhang Yi , aged 44, is an executive Director. Mr. Zhang joined the Board on 5 September 2016. He graduated from Zhejiang University in 1994 with a major in Finance. Mr. Zhang has over 15 years of investment experience in the technology field, with the scope of investment spanning across various regions including Canada, the United States of America, Singapore, the Mainland China and Hong Kong. He is in particular familiar with the investment in and operations of telecommunications and communications industries. Mr. Zhang has good relations with the telecommunications operators and has accumulated extensive local and overseas network in the industry. Mr. Zhang is currently the chairman of a private company in the Mainland China which was founded by Mr. Zhang in 2002. Under his leadership, the company has now developed into an enterprise with large investment scale and wide investment geographical range in real estates, biological medicine, new energy and media, etc. It has a number of projects including a large scale urban complex with a gross area of over a million square meters in Shanghai, Hangzhou and Shenyang.

Mr. Zhang is also the Chairman of the Board. Save as disclosed above, Mr. Zhang does not hold any other position with the Company or other members of the Group, nor did he act as director in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years preceding the date hereof.

As at the Latest Practicable Date, Mr. Zhang was interested in 2,086,700,000 Shares, representing approximately 6.05% in the issued share capital of the Company. These Shares were held by One Faith Investments Limited, which was beneficially and wholly-owned by Mr. Zhang. Save as disclosed above, Mr. Zhang does not have any other interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Zhang does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

– 8 –

APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Pursuant to the service contract entered into between Mr. Zhang and the Company, his term of service with the Company is three years from the date of appointment. Currently, Mr. Zhang is entitled to an emolument of HK$360,000 per annum which shall be reviewed by the remuneration committee of the Company and had been determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market condition.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules in connection with Mr. Zhang’s re-election.

Mr. Yeung Chun Wai, Anthony , aged 41, is an executive Director. Mr. Yeung joined the Board on 15 July 2015. He is the Managing Partner and Chief Executive Officer of Nova Capital Advisor Limited. Mr. Yeung is currently the Chairman and an executive director of e-Kong Group Limited (Stock code: 524) and the Vice Chairman and an executive director of Huarong Investment Stock Corporation Limited (Stock code: 2277), all of which are listed on the Main Board of the Stock Exchange. Prior to that, Mr. Yeung served as senior banker in various international investment banks. He was the Vice Chairman and an executive director of China Minsheng Drawin Technology Group Limited (Stock code: 726), the Vice Chairman and an executive director of Leyou Technologies Holdings Limited (Stock code: 1089) and an independent non-executive director of Global Energy Resources International Group Limited (Stock code: 8192). He has proven track records and extensive experience in corporate restructuring and rescuing, consulting, corporate finance and business negotiation with well-versed business and people network in the region. Mr. Yeung graduated from The University of Hong Kong with a Bachelor’s Degree in Business Administration (Accounting and Finance). He is a fellow member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and The Hong Kong Institute of Directors. Mr. Yeung is highly dedicated to community services, meanwhile he has been serving as Committee Member of Land and Development Advisory Committee, Development Bureau, Hong Kong Government, Honorary Court Member of the Hong Kong Baptist University, Member of the Admissions, Budgets and Allocation Committee of The Community Chest of Hong Kong, Founding Board Member and Honorary Treasurer of the Child Development Matching Fund and Hong Kong Quality Mentorship Network Limited, director of Opera Hong Kong, Council Member of The Hong Kong Institute of Directors and so on.

– 9 –

APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Yeung is also a member of the remuneration committee of the Company and a director of various subsidiaries of the Group. Save as disclosed above, Mr. Yeung does not hold any other position with the Company or other members of the Group, nor did he act as director in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years preceding the date hereof.

As at the Latest Practicable Date, Mr. Yeung was interested in 2,390,219,392 Shares and 200,000,000 underlying Shares, representing approximately 6.93% and 0.58% in the issued share capital of the Company respectively, of which 169,825,000 Shares were held by Ms. Lui Lai Yan (spouse of Mr. Yeung Chun Wai, Anthony) (“Ms. Lui”) and 1,521,007,187 Shares were held by Nova Investment Group Limited which was beneficially and wholly-owned by Ms. Lui. Save as disclosed above, Mr. Yeung does not have any other interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Yeung does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

Pursuant to the service contract entered into between Mr. Yeung and the Company, his term of service with the Company is three years from the date of appointment. Currently, Mr. Yeung is entitled to an emolument of HK$3,582,000 per annum (including salary and other benefits) and discretionary bonus which shall be reviewed by the remuneration committee of the Company and had been determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market condition.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules in connection with Mr. Yeung’s re-election.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chan Kee Huen, Michael , aged 65, is an independent non-executive Director. Mr. Chan joined the Board on 18 August 2017. He has over 35 years of experience in external audit, IT audit, training, accounting and finance, company secretarial and corporate administration, MIS management, internal audit, information security, risk management and compliance. Mr. Chan is currently an independent non-executive director of Huarong Investment Stock Corporation Limited (Stock Code: 2277), K.H. Group Holdings Limited (Stock Code: 1557) and Lansen Pharmaceutical Holdings Limited (Stock Code: 503), all of which are listed on the Main Board of the Stock Exchange. Also, he is the chief executive of C&C Advisory Services Limited. Mr. Chan is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, a fellow member and specialist in Information Technology of CPA Australia and an associate of the Institute of Chartered Accountants in England and Wales. He was admitted as a certified information systems auditor with the Information Systems Audit and Control Association in 1985 and a fellow member of The Hong Kong Institute of Directors in 2000. He was admitted as a member of the Chartered Institute of Arbitrators in 2000 and became a member of the Institute of Internal Auditors in 1997. Mr. Chan was an adjunct professor in the School of Accounting and Finance of The Hong Kong Polytechnic University from 2009 to 2014. Mr. Chan worked at CMG Life Assurance Limited (formerly known as Jardine CMG Life Assurance Limited) from 1991 to 1996 and his last position was general manager, compliance and corporate affairs. He was employed by Dao Heng Bank Limited in 1996 as the group auditor (which was subsequently acquired by DBS Bank (Hong Kong) Limited) and he ceased working for the bank in 2004 with his last position as managing director and head of compliance, Hong Kong and Greater China. Mr. Chan was also the group financial controller of Lam Soon (Hong Kong) Limited from 2004 to 2005, the director of quality assurance of the Hong Kong Institute of Certified Public Accountants in 2005 and the deputy general manager of the compliance department of Ping An Insurance (Group) Company of China, Limited from 2006 to 2009. Mr. Chan graduated with a higher diploma in accountancy from Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University) in November 1976 and was awarded the postgraduate diploma in business administration from the University of Surrey in March 1998.

Save as disclosed above, Mr. Chan does not hold any other position with the Company or other members of the Group, nor did he act as director in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years preceding the date hereof.

As at the Latest Practicable Date, Mr. Chan did not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chan does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

Pursuant to the service contract entered into between Mr. Chan and the Company, his term of service with the Company is three years from the date of appointment. Currently, Mr. Chan is entitled to a director’s fee of HK$240,000 per annum which shall be reviewed by the remuneration committee of the Company and had been determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market condition.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules in connection with Mr. Chan’s re-election.

Mr. Han Chunjian , aged 50, is an independent non-executive Director. Mr. Han joined the Board on 18 August 2017. He has over 30 years of experience in the finance industry. From September 1987 to December 1998, Mr. Han worked at China Construction Bank and held various positions including Sales Officer, Credit Manager and Chuangye Officer. Mr. Han joined Guangdong Nanyue Bank (formerly known as Zhanjiang Commercial Bank) since 1998. He has served as Assistant to President of Sub-branch, Vice President of Sub-branch, Asset Operation Manager, Head of Treasury, President of Sub-branch, Assistant to President, Vice President and President. Mr. Han is currently the Chairman of Guangdong Nanyue Bank and Secretary of Party Committee. Mr. Han graduated from Hubei Normal University with a Bachelor degree in Economics in 2004. He obtained a Master degree in Economic Management from Guangdong Academy of Social Sciences in 2000, an Executive Master of Business Administration (EMBA) from Sun Yat-Sen University in 2009 and an Executive Master of Business Administration (EMBA) from Peking University in 2015.

In addition, Mr. Han is currently a deputy to the 12th National People’s Congress of the People’s Republic of China (Guangdong Province), a deputy of the 14th People’s Congress of Zhanjiang City and a vice chairman of Zhanjiang Youth Federation.

Save as disclosed above, Mr. Han does not hold any other position with the Company or other members of the Group, nor did he act as director in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years preceding the date hereof.

– 12 –

APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Han did not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Han does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

Pursuant to the service contract entered into between Mr. Han and the Company, his term of service with the Company is three years from the date of appointment. Currently, Mr. Han is entitled to a director’s fee of HK$240,000 per annum which shall be reviewed by the remuneration committee of the Company and had been determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market condition.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules in connection with Mr. Han’s re-election.

– 13 –

EXPLANATORY STATEMENT

APPENDIX II

This appendix serves as an explanatory statement required by the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM to approve the Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares was 34,505,044,454 Shares.

Subject to the passing of the proposed ordinary resolution approving the Buy-back Mandate and on the basis that there is no change in the issued Shares prior to the AGM, the exercise of the Buy-back Mandate in full would enable the Company to buy back up to 3,450,504,445 Shares, representing 10% of the total number of issued Shares as at the Latest Practicable Date, during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company following the passing of the resolution referred to herein; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable law to be held; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

2. REASONS FOR SHARE BUY-BACKS

Although the Directors have no present intention of buying back Shares, they believe that it is in the best interests of the Company and the Shareholders to continue to have a general authority from the Shareholders to enable the Directors to buy back Shares in the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and the Shareholders as a whole.

3. FUNDING OF BUY-BACKS

It is envisaged that any buy back of Shares would be financed out of funds which are legally available for such purpose in accordance with the memorandum of association and Bye-laws of the Company, the Listing Rules and the applicable laws of Bermuda. Under the laws of Bermuda, the Shares bought back will be cancelled and the Company’s issued share capital will be reduced by the nominal value of those bought back Shares accordingly.

– 14 –

EXPLANATORY STATEMENT

APPENDIX II

The Directors are not aware of any material adverse impact on the working capital or gearing level of the Company as compared with the position disclosed in its most recent published audited financial statements as at 31 March 2017 in the event that the Buy-back Mandate is exercised in full. The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing level of the Company which in the opinion of the Directors is from time to time appropriate for the Company.

4. SHARE PRICES

The highest and lowest market prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2016
August	0.240	0.150
September	0.305	0.240
October	0.270	0.233
November	0.275	0.228
December	0.249	0.215
2017
January	0.250	0.208
February	0.245	0.208
March	0.234	0.197
April	0.229	0.199
May	0.215	0.177
June	0.197	0.169
July	0.229	0.182
August (up to the Latest Practicable Date)	0.265	0.164

– 15 –

EXPLANATORY STATEMENT

APPENDIX II

5. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, none of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) had any present intention to sell any Shares to the Company or its subsidiaries in the event that the Buy-back Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) has notified the Company that he/she has any present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Buy-back Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Buy-back Mandate in accordance with the memorandum of association and Bye-laws of the Company, the Listing Rules and the applicable laws of Bermuda.

7. EFFECT OF THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT

If, as a result of a buy back of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

– 16 –

EXPLANATORY STATEMENT

APPENDIX II

As at the Latest Practicable Date, no Shareholder was interested in more than 10% of the issued Shares then in issue. On the basis that no further Shares are issued and there is no change of the shareholding structure, an exercise of the Buy-back Mandate in full will not result in any Shareholders becoming obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the Directors had no intention to exercise any of the Buyback Mandate to such an extent that would result in a requirement of any Shareholders or any other persons to make a general offer under the Takeovers Code, or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.

8. SHARE BUY-BACK BY THE COMPANY

The Company has not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

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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)

NOTICE IS HEREBY GIVEN that the annual general meeting of China Baoli Technologies Holdings Limited (the “Company”) will be held at Taishan Room, Level 5, Island Shangri-La, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 26 September 2017 at 3:00 p.m. (the “AGM”) for the following purposes:

AS ORDINARY BUSINESS

1. To receive the audited consolidated financial statements of the Company for the year ended 31 March 2017 together with the reports of the directors and auditor thereon.

2. To re-elect retiring directors and to authorise the board of directors of the Company to fix the directors’ remuneration.

3. To re-appoint Ting Ho Kwan & Chan CPA Limited as the auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.

AS SPECIAL BUSINESS

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the “Shares”) and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which might require the exercise of such power after the end of the Relevant Period;

• (c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the general mandate in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company or (iii) any grant or exercise of any option granted under any scheme or similar arrangement for the time being adopted for the grant or issue of options to subscribe for, or rights to acquire Shares or (iv) the exercise of any rights of subscription or conversion under any existing warrants, bonds, debentures, notes and other securities issued by the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed 20% of the total number of issued Shares as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution,

• (i) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  • (aa) the conclusion of the next annual general meeting of the Company;

  • (bb) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law to be held; and

  • (cc) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) “Rights Issue” means an offer of Shares or issue of options, warrants, or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate, such other securities), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or requirements of the Stock Exchange or other applicable rules and regulations as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall, in addition to any other authorisation given to the Directors, authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to buy back its own Shares at a price to be determined by the Directors;

• (c) the total number of Shares to be bought back or agreed conditionally or unconditionally to be bought back by the Company during the Relevant Period pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law to be held; and

  • (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors and for the time being in force to exercise the power of the Company to allot, issue or otherwise deal with Shares pursuant to the said resolution numbered 4 be and is hereby extended by the addition thereto of an amount representing the total number of Shares bought back by the Company under the authority granted pursuant to the said resolution numbered 5, provided that such amount shall not exceed 10% of the total number of issued Shares as at the date of passing of the said resolution numbered 5.”

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

Hong Kong, 25 August 2017

As at the date hereof, 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, Mr. Lee Chi Ming and Mr. Wong Hoi Kuen.

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any shareholder entitled to attend and vote at the AGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more Shares may appoint more than one proxy to attend and vote on the same occasion.

2. Where there are joint registered holders of any Share(s), any one of such joint holders may attend and vote at the AGM, either in person or by proxy in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the AGM or any adjournment thereof (as the case may be), the more senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

3. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be).

4. Completion and return of the form of proxy will not preclude members from attending and voting at the AGM or any adjournment thereof (as the case may be) should they so wish and in such event, the form of proxy shall be deemed to be revoked.

5. The register of members of the Company will be closed from Thursday, 21 September 2017 to Tuesday, 26 September 2017, both days inclusive, during which period no transfer of shares will be registered. In order to determine the identity of the shareholders who are entitled to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Wednesday, 20 September 2017.

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