WH Group Limited — Share Issue/Capital Change 2018

Jun 28, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [35 x 53] intentionally omitted <==

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 AND (2) PROPOSED CHANGE IN BOARD LOT SIZE

PROPOSED SHARE CONSOLIDATION

The Board proposes to put forward a proposal to the Shareholders to effect the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of HK$0.01 each be consolidated into one (1) Consolidated Share of HK$0.10 each in the share capital of the Company. The Share Consolidation is conditional upon (i) the passing of an ordinary resolution by the Shareholders at the SGM; (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares; and (iii) compliance with relevant procedures and requirements under the Listing Rules. Upon the Share Consolidation becoming effective, the Consolidated Shares will 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.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the date of this announcement, the Existing Shares are traded on the Stock Exchange in the board lot size of 25,000 Existing Shares. Conditional upon the Share Consolidation becoming effective, the Board also proposes to change the board lot size for trading on the Stock Exchange from 25,000 Existing Shares to 5,000 Consolidated Shares with effect from 9:00 a.m. on Thursday, 26 July 2018.

GENERAL

The proposed Share Consolidation will be proposed at the SGM for Shareholders’ consideration and, if thought fit, approval. A circular containing, among other things, further details of the proposed Share Consolidation together with a notice convening the SGM is expected to be despatched to the Shareholders no later than Tuesday, 10 July 2018.

– 1 –

PROPOSED SHARE CONSOLIDATION

The Board proposes to put forward a proposal to the Shareholders to effect the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of HK$0.01 each be consolidated into one (1) Consolidated Share of HK$0.10 each.

Effect of the Share Consolidation

As at the date of this announcement, 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 date of this announcement and the date of the SGM, immediately after the Share Consolidation becoming effective, 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.

Status of the Consolidated Shares

Upon the Share Consolidation becoming effective, the Consolidated Shares will 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.

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 may be 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.

– 2 –

Conditions and expected effective date 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 to be issued upon the Share Consolidation becoming effective; and

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

Subject to the above conditions being fulfilled, the Share Consolidation will become effective on Thursday, 26 July 2018, which is the next business day immediately following the date of the SGM on which Shares are traded on the Stock Exchange.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, arising from the Share Consolidation, will not be allocated to the Shareholders, but will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the date of this announcement, the Existing Shares are traded on the Stock Exchange in the board lot size of 25,000 Existing Shares. Conditional upon the Share Consolidation becoming effective, the Board also proposes to change the board lot size for trading on the Stock Exchange from 25,000 Existing Shares to 5,000 Consolidated Shares.

Based on the closing price of HK0.084 per Existing Share (equivalent to the theoretical closing price of HK$0.84 per Consolidated Share) as quoted on the Stock Exchange as at the date of this announcement, (i) the value of each board lot of 25,000 Existing Shares is HK$2,100; (ii) the value of each board lot of 25,000 Consolidated Shares would be HK$21,000 assuming the Share Consolidation becoming effective; and (iii) the value of each board lot of 5,000 Consolidated Shares would be HK$4,200 assuming that the Change of Board Lot Size had also been effective.

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

– 3 –

OTHER ARRANGEMENTS

Exchange of Share certificates

The existing Share certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Wednesday, 29 August 2018 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the existing Share certificates will continue to be good evidence of legal title to the Consolidated Shares on the basis of ten (10) Existing Shares for one (1) Consolidated Share.

Subject to the Share Consolidation becoming effective, the Share certificates for the Existing Shares will be exchanged free of charge for the new certificates for the Consolidated Shares between 9:00 a.m. and 4:30 p.m. on any business day from Thursday, 26 July 2018 to Friday, 31 August 2018 (both dates inclusive) at the Hong Kong branch share registrar of the Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. It is expected that new Share certificates will be available for collection within 10 business days after the submission of the existing Share certificates for exchange. Thereafter, the share certificates for the Existing Shares will cease to be valid for delivery, trading and settlement purposes but will remain effective as documents of legal title and 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 specified by the Stock Exchange) per existing share certificate cancelled or new share certificate issued (whichever is the higher) by the Shareholders. The new Share certificates will be light blue in color so as to distinguish them from the existing Share certificates which are brown in color.

Odd lots arrangements and matching services

In order to alleviate the difficulties arising from the existence of odd lots of the Consolidated Shares, the Company will procure an arrangement with an agent to stand in the market to provide matching services regarding the sale and purchase of the odd lots of the Consolidated Shares at the relevant market price per Consolidated Share, 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 Consolidated Shares, from Thursday, 9 August 2018 to Wednesday, 29 August 2018.

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed.

Further details in respect of the odd lots arrangement will be set out in the circular to be despatched to the Shareholders.

– 4 –

Trading arrangement for the Consolidated Shares

Subject to the Share Consolidation becoming effective, dealings in the Consolidated Shares are expected to commence on Thursday, 26 July 2018 at 9:00 a.m.. Parallel trading in the Consolidated Shares (in the form of existing Share certificates and new Share certificates) will be operated from Thursday, 9 August 2018 to Wednesday, 29 August 2018 (both dates inclusive). Further details of the expected timetable and trading arrangement of the Shares are set out in the section headed “Expected Timetable” below.

Adjustments in relation to other securities of the Company

As at the date of this announcement, 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.

REASONS FOR THE PROPOSED SHARE CONSOLIDATION

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. In view of the recent trading price of the Shares, 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 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 excessive volatility of share trading, as when the share price is too low, it would be prone to speculative trading by the market and would not be conducive to building an institutional investor base for the Company to support its on-going and long term financing activities and business expansion.

The Board also considers that the proposed Change in Board Lot Size from 25,000 Existing Shares to 5,000 Consolidated Shares will also reduce the board lot value of the Consolidated Shares after the Share Consolidation and therefore result in higher liquidity of the Consolidated Shares. 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 date of this announcement, it has no intention for equity fundraising or to carry out any corporate action or arrangement that may affect the trading in the shares of the Company, including share consolidation, share subdivision and change in board lot size, in the next 12 months.

– 5 –

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.

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation 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 announcement refer to Hong Kong local times and dates.

Event

Date & time

Expected date of despatch of the circular together

with notice of SGM and proxy form for SGM. . . . . . . . . . . . . . . on or before Tuesday,

10 July 2018

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 Thursday, 19 July 2018

Latest time for lodging proxy forms for the SGM

(not less than 48 hours prior to the time of the SGM) . . . . . . . .3:00 p.m. on Monday,

23 July 2018

Closure of the register of members of the Company . . . . . . . . . . .Friday, 20 July 2018 to

Wednesday, 25 July 2018, both dates inclusive

Expected date of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m. on Wednesday,

25 July 2018

Announcement of the poll results of the SGM. . . . . . . . . . . . . . Wednesday, 25 July 2018 Register of members of the Company re-opens . . . . . . . . . . . . . . . Thursday, 26 July 2018

– 6 –

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

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . Thursday, 26 July 2018 Commencement of dealings in the Consolidated Shares. . . . . . . . . 9:00 a.m. on Thursday, 26 July 2018 Original counter for trading in the Existing Shares in board lots of 25,000 Shares temporarily closes. . . . . . . . . . . . 9:00 a.m. on Thursday, 26 July 2018 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 Thursday, 26 July 2018 First date of free exchange of existing Share certificates for the Existing Shares into new Share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 26 July 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 Thursday, 9 August 2018 Parallel trading in the Consolidated Shares (in the form of new and existing Share certificates) commences . . . . . . . . . . . . . 9:00 a.m. on Thursday, 9 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 Thursday, 9 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 Wednesday, 29 August 2018 Parallel trading in the Consolidated Shares (in the form of new and existing Share certificates) ends . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 29 August 2018

– 7 –

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 Wednesday,

29 August 2018

Last day for free exchange of existing Share certificates for new Share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 31 August 2018

The Company will make further announcements if there are any changes in the expected timetable for implementation of the Share Consolidation and the associated trading arrangements mentioned in this announcement.

GENERAL

The proposed Share Consolidation will be proposed at the SGM for Shareholders’ consideration and, if thought fit, approval. A circular containing, among other things, further details of the proposed Share Consolidation and a notice convening the SGM is expected to be despatched to the Shareholders no later than Tuesday, 10 July 2018.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholders will be required to abstain from voting on the resolution in relation to the proposed Share Consolidation at the SGM.

Shareholders are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser if they are in doubt about any of the above matters.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below:

“Board” the board of Directors

“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 from time to time

– 8 –

“Change in Board	the proposed change in board lot size of the Shares for trading
Lot Size”	on 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$0.01 each in the share capital of the
	Company before the Share Consolidation becoming effective
“General Rules of	the terms and conditions regulating the use of CCASS, as may be
CCASS”	amended or modified from time to time and where the context so
	permits, shall include the CCASS Operational Procedures
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“HKSCC”	The Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“SGM”	the special general meeting of the Company to be convened and
	held 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) Consolidated Share
	of HK$0.10 each
“Shareholder(s)”	holder(s) of issued Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

– 9 –

“%”

per cent.

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

Hong Kong, 28 June 2018

As at the date of this announcement, the executive Directors are Mr. Zhang Yi (Chairman), Ms. Chu Wei Ning (Chief Executive Officer), Mr. Yeung Chun Wai, Anthony and Mr. Wong King Shiu, Daniel; and the independent non-executive Directors are Mr. Chan Chi Yuen, Mr. Chan Kee Huen, Michael, Mr. Han Chunjian and Mr. Wong Hoi Kuen.

– 10 –