WH Group Limited — Proxy Solicitation & Information Statement 2023

May 22, 2023

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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 special general meeting (the “Meeting”) of China Baoli Technologies Holdings Limited (the “Company”) to be held on Friday, 16 June 2023 at 3:00 p.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) capital of the Company HEREBY APPOINT [(Note][3)] of

ordinary shares of HK$0.01 each in the

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, 16 June 2023 at 3:00 p.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 resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit [(Note][4)] :

			ORDINARY RESOLUTION#		FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
		1.	To approve, confirm and ratify the Subscription Agreement and the transactions
			contemplated thereunder (including the issue of the Convertible Bonds) and the
			grant of the specific mandate for the allotment and issue of such number of
			Shares as may be required to be allotted and issued upon exercise of the
			conversion rights attached to the Convertible Bonds, and to authorise any one or
			more Directors to do all such acts and things and execute all such documents
			which he/she/they consider necessary, appropriate, desirable or expedient for the
			purpose of, or in connection with, the implementation of giving effect to the
			Subscription Agreement, the transactions contemplated thereunder and the issue
			of the Convertible Bonds to the Subscriber.
			SPECIAL RESOLUTION#		FOR (Note 4)	AGAINST (Note 4)
		2.	To approve the Capital Reorganisation.

• Please refer to the notice of the special general meeting of the Company dated 23 May 2023 for full text of the resolution.

Dated this day of 2023 Signature(s) [(Note][5)]

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 resolution 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 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.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to 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.