WH Group Limited — Proxy Solicitation & Information Statement 2018

Jul 17, 2018

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 licensed securities dealer or registered institution 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 or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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)

(1) PROPOSED SHARE CONSOLIDATION (2) PROPOSED CHANGE IN BOARD LOT SIZE AND

(3) NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM of the Company to be held on Thursday, 2 August 2018 at 3: 00 p.m. at Salon 5, Level 3, JW Marriott Hong Kong, Pacific Place, 88 Queensway, Hong Kong is set out on pages 14 to 15 of this circular. Whether or not you are able to attend the SGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar of the Company, Tricor Secretaries Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM 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 at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked.

18 July 2018

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• ‘‘Announcement’’ the announcement of the Company dated 28 June 2018 in relation to, among other matters, the Share Consolidation and the Change in Board Lot Size

• ‘‘Board’’ the board of Directors

• ‘‘Business Day’’ a day on which licensed banks in Hong Kong are generally open for business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong

• ‘‘Bye-laws’’ the bye-laws of the Company and as amended from time to time

• ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘CCASS Operational the Operational Procedures of HKSCC in relation to CCASS, Procedures’’ containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as in effect from time to time

• ‘‘Change in Board Lot the proposed change in board lot size of the Shares for trading on Size’’ the Stock Exchange from 25,000 Existing Shares to 5,000 Consolidated Shares

• ‘‘Company’’ China Baoli Technologies Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange (Stock Code: 164)

• ‘‘Consolidated ordinary share(s) of HK$0.10 each in the share capital of the Share(s)’’ Company upon the Share Consolidation becoming effective

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Existing Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company before the Share Consolidation becoming effective

• ‘‘General Rules of CCASS’’

• the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

• ‘‘Group’’

• the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong ‘‘HKSCC’’ The Hong Kong Securities Clearing Company Limited

– 1 –

DEFINITIONS

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

• ‘‘Latest Practicable 13 July 2018, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information for inclusion in this circular

• ‘‘Listing Committee’’ the listing sub-committee of the board of the Stock Exchange ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Registrar’’ the Hong Kong branch share registrar and transfer office of the Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong

• ‘‘SGM’’ the special general meeting of the Company to be held on Thursday, 2 August 2018 at 3: 00 p.m. at Salon 5, Level 3, JW Marriott Hong Kong, Pacific Place, 88 Queensway, Hong Kong for the Shareholders to consider and, if thought fit, approve the proposed Share Consolidation

• ‘‘Share(s)’’ the Existing Share(s) and/or the Consolidated Share(s), as the case may be

• ‘‘Share Consolidation’’ the proposed consolidation of every ten (10) issued and unissued Existing Shares of HK$0.01 each into one (1) issued and unissued Consolidated Share of HK$0.10 each

• ‘‘Shareholder(s)’’ holder(s) of issued Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘%’’ per cent.

– 2 –

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation and the Change in Board Lot Size is set out below. The expected timetable is subject to the satisfaction of all the conditions of the Share Consolidation, including without limitation, the approval of the Share Consolidation by the Shareholders at the SGM and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

Event

Date and time

Latest time for lodging completed transfer forms accompanied by the relevant Share certificates with the Hong Kong branch share registrar of the Company, Tricor Secretaries Limited, to be qualified for attendance at the SGM . . . . . . . . . . . . . . . . not later than 4: 30 p.m. on Friday, 27 July 2018

Closure of the register of members of

the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 30 July to Thursday, 2 August 2018

Latest time for lodging proxy forms for the SGM

(not less than 48 hours prior to the time of the SGM). . . . . . . . . . . . . .11: 00 a.m. on

Tuesday, 31 July 2018

Expected date of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3: 00 p.m. on Thursday, 2 August 2018 Announcement of the poll results of the SGM . . . . . . . . . . . . . Thursday, 2 August 2018 Register of members of the Company re-opens. . . . . . . . . . . . . . . Friday, 3 August 2018

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation, which are included in this circular.

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . Friday, 3 August 2018 Commencement of dealings in the Consolidated Shares. . . . . . . . . . . . . . . .9: 00 a.m. on Friday, 3 August 2018 Original counter for trading in the Existing Shares in board lots of 25,000 Existing Shares (in the form of

existing Share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . .9: 00 a.m. on Friday, 3 August 2018

– 3 –

EXPECTED TIMETABLE

Event

Date and time

Temporary counter for trading in the Consolidated Shares in board lots of 2,500 Consolidated Shares (in form of existing Share certificates) opens . . . . . . . . . . . . . . . . . . . . .9: 00 a.m. on Friday, 3 August 2018 First date of free exchange of existing Share certificates for the Existing Shares into new Share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 3 August 2018 Original counter for trading in the Consolidated Shares in board lots of 5,000 Consolidated Shares (in the form of new Share certificates) re-opens . . . . . . . . . . . . . . . . . . .9: 00 a.m. on Friday, 17 August 2018 Parallel trading in the Consolidated Shares (in the form of new and existing Share certificates) commences . . . . . . . . . . . . . . . . .9: 00 a.m. on Friday, 17 August 2018 Designated broker starts to stand in the market to provide matching services for the sale and purchase of odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . .9: 00 a.m. on Friday, 17 August 2018 Temporary counter for trading in the Consolidated Shares in board lots of 2,500 Consolidated Shares (in form of existing Share certificates) closes . . . . . . . . . . . . . . . . . . . . 4: 00 p.m. on Thursday, 6 September 2018 Parallel trading in the Consolidated Shares (in the form of new and existing Share certificates) ends . . . . . . . . . . . . . . . . . . . . . 4: 00 p.m. on Thursday, 6 September 2018 Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . 4: 00 p.m. on Thursday, 6 September 2018 Last day for free exchange of existing Share certificates for new Share certificates . . . . . . . . . . . . . . . . . . . . . . . .Monday, 10 September 2018

– 4 –

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:

Mr. Zhang Yi (Chairman)

Ms. Chu Wei Ning (Chief Executive Officer)

• Mr. Yeung Chun Wai, Anthony

• Mr. Wong King Shiu, Daniel

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-Executive Directors:

Mr. Chan Chi Yuen

Mr. Chan Kee Huen, Michael Mr. Han Chunjian

• Mr. Wong Hoi Kuen

Head office and principal place of business in Hong Kong: Suites 3401–3413 34/F, Two Pacific Place 88 Queensway Hong Kong 18 July 2018

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION (2) PROPOSED CHANGE IN BOARD LOT SIZE AND

(3) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

As disclosed in the Announcement, the Company proposed to implement the Share Consolidation and the Change in Board Lot Size involving: (i) consolidation of every ten (10) Existing Shares of HK$0.01 each in the issued and unissued share capital of the Company into one (1) Consolidated Share of HK$0.10 each in the issued and unissued share capital of the Company subject to, among other things, approval by the Shareholders at the SGM; and (ii) change in board lot size of the Shares for trading on the Stock Exchange from 25,000 Existing Shares to 5,000 Consolidated Shares upon the Share Consolidation becoming effective.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with further information regarding, among other things, (a) the Share Consolidation; (b) the Change in Board Lot Size; and (c) the notice of SGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) Existing Shares of HK$0.01 each in the issued and unissued share capital of the Company be consolidated into one (1) Consolidated Share of HK$0.10 each in the issued and unissued share capital of the Company.

Effect of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$650,000,000 divided into 65,000,000,000 Existing Shares of HK$0.01 each, of which 35,225,130,641 Existing Shares have been issued and are fully paid or credited as fully paid. Assuming no further Shares will be allotted, issued or repurchased between the Latest Practicable Date and the date of the SGM, immediately after the Share Consolidation becoming effective and assuming no Shares will be allotted, issued or repurchased from the Latest Practicable Date up to the date of the SGM, the authorised share capital of the Company will become HK$650,000,000 divided into 6,500,000,000 Consolidated Shares of HK$0.10 each, of which 3,522,513,064 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the satisfaction of the following conditions:

• (a) the passing of an ordinary resolution by the Shareholders approving the Share Consolidation at the SGM;

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares arising from the Share Consolidation upon the Share Consolidation becoming effective; and

• (c) the compliance with the relevant procedures and requirements under the Listing Rules to effect the Share Consolidation.

As at the Latest Practicable Date, none of the conditions above had been fulfilled.

Status of the Consolidated Shares

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other and the Share Consolidation will not result in any change in the relative rights of the Shareholders.

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LETTER FROM THE BOARD

Listing application

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares to be issued upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS. The Share Consolidation will be conducted in accordance with the Bye-laws.

As at the Latest Practicable Date, no other securities of the Company are listed or dealt in on any stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal in is being or is proposed to be sought.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are currently traded in board lot size of 25,000 Existing Shares. The Board proposes that, upon the Share Consolidation becoming effective, the board lot size of the Consolidated Shares for trading on the Stock Exchange will be changed to 5,000 Consolidated Shares.

Based on the closing price of HK$0.067 per Existing Share (equivalent to the theoretical price of HK$0.67 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, (i) the value of each board lot of 25,000 Existing Shares is HK$1,675; (ii) the value of each board lot of 25,000 Consolidated Shares would be HK$16,750 assuming the Share Consolidation had become effective; and (iii) the value of each board lot of 5,000 Consolidated Shares would be HK$3,350 assuming that the Change of Board Lot Size had also been effective.

The Change in Board Lot Size will not result in any change in the relative rights of the Shareholders.

– 7 –

LETTER FROM THE BOARD

REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities.

The highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange during each of the preceding six months and up to the Latest Practicable Date were as follows:

Month	Highest	Lowest
January	HK$0.175	HK$0.102
February	HK$0.166	HK$0.133
March	HK$0.160	HK$0.110
April	HK$0.125	HK$0.066
May	HK$0.094	HK$0.060
June	HK$0.084	HK$0.065
July (up to and including the Latest Practicable Date)	HK$0.085	HK$0.060

In view of the recent trading price of the Shares and after weighing the potential benefits and the immediate effect of the Share Consolidation on increasing the trading price per Share and the minimal expenses involved in the Share Consolidation, the Board proposes to implement the Share Consolidation. The Share Consolidation will enable the Company to comply with the trading requirements under the Listing Rules. Furthermore, the proposed Share Consolidation will increase the nominal value of the Shares and will reduce the total number of Shares currently in issue. As such, it is expected that the Share Consolidation will be an effective and practical means to bring about a corresponding upward adjustment in the trading price of the Shares. Further, it is expected that the adjusted share price of the Company upon the completion of the Share Consolidation would reduce unnecessary volatility of share trading, as when the share price is too low, it would be prone to speculative trading by the market.

The Shares are included in the MSCI Hong Kong Micro Cap Index, which is known to be tracked by many institutional investors. Further, it is the Board’s intention to expand the shareholders’ portfolio of the Company by attracting a wide spread of institutional investors with a view to support the on-going and long-term development of the Company. The Board considers that the increase in nominal value of the Shares upon the Share Consolidation would be more favourable in the eyes of the investors (including institutional investors) in the market and thus enhancing the feasibility of future equity fund raising activities of the Company. Upon the Share Consolidation becoming effective, the Consolidated Shares will become an acceptable investment alternative for institutional investors. Accordingly, it would in turn broaden the Company’s shareholder base by further building an institutional investor base for the Company and support the Company’s ongoing and long-term development and business expansion. The proposed Share

– 8 –

LETTER FROM THE BOARD

Consolidation is one of the means that the Company considers appropriate in further building its institutional investor base, which aligns with the Company’s on-going development strategy in the long-term by regular communication with potential investor(s) to capture any potential investment opportunities from time to time.

The Company has a defined financing strategy, which it considers to be essential for the continuity of the Group’s business over the long run. The Company has devoted significant effort to maintain a constant flow of capital and a certain level of liquidity to enable access to finance options. Further, the Company is constantly looking to optimize its capital structure to meet its obligations and financing needs. As at the Latest Practicable Date, the Company has been engaging in discussions with various banks to arrange longterm financing for the Group’s mobile technologies business, though no concrete proposal or plan has been formulated. Whilst the proposed Share Consolidation represents one of the means to enhance the feasibility of future equity fund raising activities of the Company for such purpose, in the event that the proposed Share Consolidation does not materialize, the Company will continue with its continuous effort in seeking other ways for long-term financing to support its business expansion.

The proposed Change in Board Lot Size from 25,000 Existing Shares to 5,000 Consolidated Shares (upon the Share Consolidation becoming effective) will also reduce the board lot value of the Consolidated Shares after the Share Consolidation. The Board considers that the Change in Board Lot Size would offer the public a reasonable entry level to invest in the Consolidated Shares. Based on the closing price of HK$0.067 per Existing Share (equivalent to the theoretical price of HK$0.67 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, (i) the value of each board lot of 25,000 Existing Shares is HK$1,675; (ii) the value of each board lot of 25,000 Consolidated Shares would be HK$16,750 assuming the Share Consolidation had become effective; and (iii) the value of each board lot of 5,000 Consolidated Shares would be HK$3,350 assuming that the Change of Board Lot Size had also been effective. The Board considers that the Change in Board Lot Size will maintain the trading value for each board lot at a reasonable level to attract investors and therefore result in higher liquidity of the Consolidated Shares. Further, as the theoretical market value of each new board lot of the Consolidated Shares upon the Share Consolidation becoming effective will be higher than the market value of each existing board lot of the Existing Shares, the transaction cost as a proportion of the market value of each board lot will be lower. Accordingly, the Board is of the view that the Share Consolidation and the Change in Board Lot Size are beneficial to the Company and the Shareholders as a whole.

The Company hereby confirms that, as at the Latest Practicable Date, it has no intention for equity fund raising or to carry out any corporate action or arrangement that may affect the trading in the Shares, including share consolidation, share subdivision and change in board lot size, in the next 12 months.

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LETTER FROM THE BOARD

Save for the necessary expenses for the implementation of the Share Consolidation which are expected to be insignificant in the context of the net asset value of the Company, the implementation of the Share Consolidation will not alter the underlying assets, business operation, management or financial position of the Company or the interests and rights of the Shareholders.

OTHER ARRANGEMENTS

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares will not be issued by the Company to Shareholders. Any fractional entitlement to the Consolidated Shares will be aggregated, sold and retained for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of existing Share certificates held by such holder.

Shareholders concerned about losing out on any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser and may wish to consider the possibility of buying or selling Existing Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.

Odd lot trading arrangement

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation and the Change in Board Lot Size, the Company has appointed Core Pacific — Yamaichi International (H.K.) Limited to provide matching service regarding the sale and purchase of odd lots of the Consolidated Shares at the relevant market price per Consolidated Share for Shareholders, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares, during the period from Friday, 17 August 2018 to Thursday, 6 September 2018 (both days inclusive). Holders of odd lots of the Consolidated Shares may contact Mr. Dennis Choi of Core Pacific — Yamaichi International (H.K.) Limited at 11/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong at (852) 2166 3335 during office hours in the aforesaid period.

Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares are not guaranteed. If any Shareholder is in doubt about the odd lot trading arrangement, such Shareholder should consult his/her/its own professional advisers.

Exchange of Share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on Friday, 3 August 2018, being the Business Day immediately after the date of the SGM. Shareholders may during the business hours from Friday, 3 August 2018 to Monday, 10 September 2018 (both dates inclusive) submit their Share certificates in brown colour for

– 10 –

LETTER FROM THE BOARD

the Existing Shares to the Registrar to exchange, at the expense of the Company, for new Share certificates in light blue colour for the Consolidated Shares on the basis of every ten (10) Existing Shares for one (1) Consolidated Share, without any fractional Consolidated Share.

Shareholders should note that after the prescribed time for free exchange of Share certificates, certificates of Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) by the Shareholders for exchange of Share certificates.

Subject to the Share Consolidation becoming effective, with effect from after 4: 00 p.m. on Thursday, 6 September 2018, trading will only be effected in the Consolidated Shares, the Share certificates of which will be issued in light blue colour. The existing Share certificates in brown colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, the Company has no outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

WARNING

Shareholders and potential investors should be aware of and take note that the Share Consolidation is conditional upon satisfaction of the conditions precedent set out in the paragraph headed ‘‘Conditions of the Share Consolidation’’ above in this circular, and the Change in Board Lot Size is conditional upon the Share Consolidation becoming effective. Accordingly, the Share Consolidation and the Change in Board Lot Size may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

SGM

The Share Consolidation will be conditional, among other matters, upon the passing by the Shareholders of the ordinary resolution at the SGM.

The SGM will be held at 3: 00 p.m. on Thursday, 2 August 2018 at Salon 5, Level 3, JW Marriott Hong Kong, Pacific Place, 88 Queensway, Hong Kong, the notice of which is set out on pages 14 to 15 of this circular, for the Shareholders to consider and, if thought fit, to approve the resolution in respect of the Share Consolidation.

In compliance with the Listing Rules, the resolution proposed to be approved at the SGM will be taken by way of poll at the SGM. To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolution to be proposed at the SGM.

– 11 –

LETTER FROM THE BOARD

A form of proxy for use at the SGM is enclosed with this circular. In order to be valid, the enclosed form of proxy, together with any power of attorney or other authority under which it is signed must be delivered to the Registrar as soon as possible but in any event not less than 48 hours before the time appointed for the holding the SGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof 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.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Monday, 30 July 2018 to Thursday, 2 August 2018, both dates inclusive, during which period no transfer of Existing Shares will be registered. In order to be eligible to attend and vote at the SGM, unregistered holders of Existing Shares shall ensure that all transfer documents accompanied by the relevant Share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration no later than 4: 30 p.m. on Friday, 27 July 2018.

RECOMMENDATION

The Directors are of the opinion that the Share Consolidation and the Change in Board Lot Size are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution in relation to the Share Consolidation to be proposed at the SGM.

– 12 –

LETTER FROM THE BOARD

Shareholders and potential investors should be aware that the Share Consolidation is conditional upon satisfaction of the conditions precedent set out in the paragraph ‘‘Conditions of the Share Consolidation’’ in this circular and the Change in Board Lot Size is conditional upon the Share Consolidation becoming effective. Accordingly, the Share Consolidation and the Change in Board Lot Size may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares and, if they are in any doubt about their position, they should consult their professional advisers.

Yours faithfully, For and on behalf of the Board China Baoli Technologies Holdings Limited Zhang Yi Chairman

– 13 –

NOTICE OF SGM

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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 OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (‘‘SGM’’) of China Baoli Technologies Holdings Limited (the ‘‘Company’’) will be held at Salon 5, Level 3, JW Marriott Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 3: 00 p.m. on Thursday, 2 August 2018 for the purpose of considering and, if thought fit, passing, with or without modifying, the following resolution which will be proposed as ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT subject to and conditional upon, among others, the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) the listing of, and permission to deal in, the Consolidated Shares (as defined below) to be in issue upon the Share Consolidation (as defined below) becoming effective:

• (a) with effect from the first business day immediately following the date on which this resolution is passed, being a day on which shares are traded on the Stock Exchange, every ten (10) issued and unissued ordinary shares of HK$0.01 each in the share capital of the Company be consolidated (the ‘‘Share Consolidation’’) into one (1) share of HK$0.10 each (the ‘‘Consolidated Shares’’ and each a ‘‘Consolidated Share’’), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the bye-laws of the Company;

• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefits of the Company in such manner and on such terms as the directors (‘‘Director(s)’’) of the Company may think fit; and

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NOTICE OF SGM

• (c) any one of the Directors be and is hereby authorised to do all such acts and things and to sign and execute all such documents, including under seal where applicable, on behalf of the Company, as he/she may, in his/her absolute discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.’’

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

Hong Kong, 18 July 2018

Notes:

• (a) A member of the Company entitled to attend and vote at the SGM (or any adjournment thereof) is entitled to appoint another person as his proxy to attend and to vote on his behalf. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend and vote on his behalf.

• (b) Where there are joint registered holders of any share, any one of such persons may vote at the SGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

• (c) In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon must be deposited 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 together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

• (d) Completion and return of the form of proxy will not preclude a member from attending and voting in person at the SGM or any adjournment thereof should he so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

• (e) Save for any resolution(s) approving the procedural and administrative matters, any voting of the SGM should be taken by poll.

As at the date of this notice, 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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