WH Group Limited — Proxy Solicitation & Information Statement 2022

Sep 6, 2022

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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)

PROXY FORM

Form of proxy for use at the 2022 annual general meeting (the “Meeting”) of China Baoli Technologies Holdings Limited (the “Company”) to be held on Friday, 30 September 2022 at 10:30 a.m. at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong (or any adjournment thereof).

I/We (Note 1)

of being the registered holder(s) of (Note 2) shares of HK$0.01 each in the capital the Company HEREBY APPOINT (Note 3) of or failing him, the Chairman of the Meeting, to act for me/us as my/our proxy at the Meeting of the Company to be held on Friday, 30 September 2022 at 10:30 a.m. at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong and at any adjournment thereof and to vote for me/us and on my/our behalf in respect of such resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit (Note 4) :

					ORDINARY RESOLUTIONS				FOR (Note 4)		AGAINST (Note 4)
	1.		To		receive the audited financial statements for the year ended 31 March 2022 together with
			the		reports of the directors and auditor thereon.
	2.		a.		To re-elect Mr. Chan Fong Kong, Francis as director.
			b.		To re-elect Mr. Feng Man as director.
			c.		To authorise the board of directors to fix the remuneration of directors.
	3.		To		re-appoint Asian Alliance (HK) CPA Limited as auditor and to authorise the board of
			directors to fix their remuneration.
	4.		To		grant a general mandate to the directors to allot, issue and	deal with additional	shares
			as	set out in the notice convening the Meeting.
	5.		To		grant a general mandate to the directors to buy back shares as set out in the		notice
			convening the Meeting.
	6.		To		extend the general mandate granted to the directors to issue shares by the addition of
			the		number of shares bought back as set out in the notice convening the Meeting.
					SPECIAL RESOLUTION				FOR (Note 4)		AGAINST (Note 4)
	7.		To		approve the Proposed Amendments and the adoption of the New Bye-laws (as set out
			and defined in the circular dated 7 September 2022 respectively).
	Dated		this		day of 2022		Signature(s)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice convening the Meeting which has been properly put to the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing, or, in the case of a corporation, must be under its common seal or the hand of an officer duly authorised on its behalf.

6. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time appointed for holding of the Meeting or the adjourned meeting, as the case may be.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

10. The full text of the above resolutions are set out in the notice of the Meeting dated 7 September 2022.

PERSONAL INFORMATION COLLECTION STATEMENT

Youra proxysupply(or proxies)of your andand youryour proxy’svoting instructions(or proxies’)forname(s)the Meetingand address(es)(the “ Purposes is on ”).a voluntaryWe may transferbasis foryourthe purposeand yourofproxy’sprocessing(or proxies’)your requestname(s)for theandappointmentaddress(es) ofto our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Secretaries Limited at the above address.