WH Group Limited — Share Issue/Capital Change 2018

Jan 15, 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.

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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)

ADOPTION OF SHARE AWARD SCHEME

The Board is pleased to announce that it has adopted the Share Award Scheme on the Adoption Date.

Pursuant to the Share Award Scheme, Awards will be satisfied by (i) new Shares to be allotted and issued to the Trustee by the Company under a General Mandate or Specific Mandate, or (ii) existing Shares to be acquired by the Trustee from the market, the costs of which will be borne by the Company, and the Shares of which will be held on trust by the Trustee for the Selected Employees before vesting.

The Board shall not make any further grant of Awards which will result in the nominal value of the Shares awarded by the Board under the Share Award Scheme exceeding 10% of the issued share capital of the Company from time to time.

The maximum number of Shares which may be awarded to a Selected Employee under the Share Award Scheme shall not exceed 1% of the issued share capital of the Company from time to time.

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The Company shall comply with the relevant Listing Rules when allotting and issuing any new Shares under a General Mandate or Specific Mandate (as the case may be) and applications shall be made by the Company to the Stock Exchange for the granting of the listing of, and permission to deal in, the new Shares to be allotted and issued.

In the event that the grant of an Award to any connected person of the Company constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules, the Company shall comply with the applicable reporting, announcement or independent shareholders’ approval requirements.

The Share Award Scheme does not constitute a share option scheme falling within Chapter 17 of the Listing Rules and is a discretionary scheme of the Company. No Shareholders’ approval is required for the adoption of the Share Award Scheme.

The Board is pleased to announce that it has adopted the Share Award Scheme on the Adoption Date, in which Selected Employees will be entitled to participate and pursuant to which Awards will be satisfied by (i) new Shares to be allotted and issued to the Trustee by the Company under a General Mandate or Specific Mandate, or (ii) existing Shares to be acquired by the Trustee from the market, the costs of which will be borne by the Company, and the Shares of which will be held on trust by the Trustee for the Selected Employees before vesting.

The Share Award Scheme does not constitute a share option scheme falling within Chapter 17 of the Listing Rules and is a discretionary scheme of the Company. No Shareholders’ approval is required for the adoption of the Share Award Scheme.

SUMMARY OF MAJOR TERMS OF THE SHARE AWARD SCHEME

The major terms of the Share Award Scheme are as follows:

Purposes

The purposes of the Share Award Scheme are (i) to recognise the contributions by certain Employees and to provide them with incentives in order to retain them for the continual operation and development of the Group; and (ii) to attract suitable personnel for further development of the Group.

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Duration

Subject to any early termination as may be determined by the Board in accordance with the Scheme Rules, the Share Award Scheme shall be valid and effective for 10 years from the Adoption Date.

Administration

The Share Award Scheme shall be subject to the administration of the Board and the Trustee in accordance with the Scheme Rules and the Trust Deed.

The Trustee shall hold the Trust Fund in accordance with the terms of the Trust Deed.

Grant of Awards and Restrictions

During the term of the Share Award Scheme, the Board may, from time to time, at its absolute discretion select any Employee (other than any Excluded Employee) to be a Selected Employee and grant an Award to such Selected Employee at no consideration in accordance with the Scheme Rules.

No Award shall be granted by the Board to Selected Employees and no instructions to acquire any Shares shall be given by the Board to the Trustee pursuant to the Scheme Rules where dealings in the Shares are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time. Without limiting the generality of the foregoing, no such instruction is to be given and no such grant is to be made:

• (i) after an event involving inside information in relation to affairs or securities of the Company has occurred or a matter involving inside information in relation to the securities of the Company has been the subject of a decision, until such inside information has been publicly announced in accordance with the application laws and the Listing Rules;

• (ii) during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results of the Company;

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• (iii) during the period of 30 days immediately preceding the publication date of the half-year results or, if shorter, the period from the end of the relevant half-year period up to the publication date of the results of the Company; and

• (iv) in any circumstance which is prohibited under the Listing Rules, the SFO or any other law or regulation or where any requisite approval from any governmental or regulatory authority has not been granted.

In determining the number of Awarded Shares to be granted to any Selected Employee (excluding any Excluded Employee), the Board shall take into consideration matters including, but without limitation to,

• (i) the present contribution and expected contribution of the relevant Selected Employee to the profits of the Group;

• (ii) the general financial condition of the Group;

• (iii) the overall business objectives and future development plan of the Group; and

• (iv) any other matter which the Board considers relevant.

Where any grant of Awarded Shares is proposed to be made to any Selected Employee who is a Director (including an independent non-executive Director), such grant must first be approved by all the members of the Remuneration Committee, or in the case where the grant is proposed to be made to any member of the Remuneration Committee, by all of the other members of the Remuneration Committee.

In the event that the grant of an Award to any connected person of the Company constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules, the Company shall comply with the applicable reporting, announcement or independent shareholders’ approval requirements.

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Satisfaction of Awards

The Board shall determine whether the Company shall, for the purposes of satisfying the grant of Awards:

• (i) allot and issue new Shares to the Trustee under a General Mandate or Specific Mandate; and/or

• (ii) transfer to the Trust the necessary funds and instruct the Trustee (by specifying the maximum amount of funds to be used and the range of prices at which such Shares are to be acquired) to acquire existing Shares on the market.

The costs of such allotment or purchase of Shares shall be borne by the Company.

The Company shall comply with the relevant Listing Rules when allotting and issuing any new Shares under a General Mandate or Specific Mandate (as the case may be) and applications shall be made by the Company to the Stock Exchange for the granting of the listing of, and permission to deal in, the new Shares to be allotted and issued.

Vesting of Awards

Subject to the Scheme Rules, the Board shall determine from time to time such vesting criteria and conditions or periods for an Award to be vested.

Prior to the Vesting Date, any Award made hereunder shall be personal to the Selected Employee to whom it is made and shall not be assignable and no Selected Employee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to the Awarded Shares referable to him/her pursuant to such Award.

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Forfeiture of Awards

In the event that prior to or on the Vesting Date, a Selected Employee is found to be an Excluded Employee or is deemed to cease to be an Employee pursuant to the following circumstances, the relevant Award made to such Selected Employee shall automatically lapse forthwith and the relevant Awarded Shares shall not vest on the relevant Vesting Date but shall remain part of the Trust Fund.

Unless the Board determines otherwise, the circumstances under which a person shall be treated as having ceased to be an Employee shall include, without limitation, the following:

• (i) where such person has committed any act of fraud or dishonesty or serious misconduct, whether or not in connection with his/her employment or engagement by any member of the Group and whether or not it has resulted in his/her employment or engagement being terminated by the relevant member of the Group;

• (ii) where such person has been declared or adjudged to be bankrupt by a competent court or governmental body or has failed to pay his/her debts as they fall due (after the expiry of any applicable grace period) or has entered into any arrangement or composition with his/her creditors generally or an administrator has taken possession of any of his/her assets;

• (iii) where such person has been convicted of any criminal offence; or

• (iv) where such person has been convicted of or is being held liable for any offence under or any breach of the SFO or other securities laws or regulations in Hong Kong or any other applicable laws or regulations in force from time to time.

In the event that prior to or on the Vesting Date, a Selected Employee dies or retires by agreement with a member of the Group, all the Awarded Shares of the relevant Selected Employee shall be deemed to be vested on the day immediately prior to his/her death or the day immediately prior to his/her retirement with the relevant member of the Group.

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If there occurs an event of change in control of the Company, whether by way of offer, merger, scheme of arrangement or otherwise prior to the Vesting Date, the Board shall determine at its discretion whether such Awarded Shares shall vest in the Selected Employee and the time at which such Awarded Shares shall vest.

Rights attached to Awards

The Board may at its discretion, with or without further conditions, grant additional Shares or cash award out of the Trust Fund representing all or part of the income or distributions (including but not limited to cash income or dividends, cash income or net proceeds of sale of non-cash and non-scrip distribution, bonus Shares and scrip dividends) declared by the Company or derived from such Awarded Shares during the period from the date of Award to the Vesting Date to a Selected Employee upon the vesting of any Awarded Shares. Subject to such discretion of the Board, a Selected Employee shall not have any interest or rights (including the right to receive dividends) in the Awarded Shares prior to the Vesting Date.

A Selected Employee shall have no rights in the Residual Cash or Shares or such other Trust Fund or properties held by the Trust.

No instructions shall be given by a Selected Employee (including without limitation to voting rights) to the Trustee in respect of the Awarded Shares that have not been vested, and such other properties in the Trust Fund managed by the Trustee.

The Trustee shall not exercise the voting rights in respect of any Shares held under the Trust.

Maximum Limit

The Board shall not make any further grant of Awards which will result in the nominal value of the Shares awarded by the Board under the Share Award Scheme exceeding 10% of the issued share capital of the Company from time to time.

The maximum number of Shares which may be awarded to a Selected Employee under the Share Award Scheme shall not exceed 1% of the issued share capital of the Company from time to time.

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Termination

The Share Award Scheme shall terminate on the earlier of:

• (i) the tenth (10th) anniversary date of the Adoption Date; and

• (ii) such date of early termination as determined by the Board,

provided that such termination shall not affect any subsisting rights of any Selected Employee under the Share Award Scheme.

Upon termination of the Share Award Scheme,

• (i) no further grant of Awarded Shares may be made under the Share Award Scheme;

• (ii) all the Awarded Shares of the Selected Employees granted under the Share Award Scheme shall continue to be held by the Trustee and become vested in the Selected Employees according to the conditions of the Awards;

• (iii) upon the expiration of the Trust Period, all Shares (except for any Awarded Shares subject to vesting in the Selected Employees) remaining in the Trust Fund shall be sold by the Trustee;

• (iv) upon the expiration of the Trust Period, all net proceeds of sale referred to in paragraph (iii) above and such other funds and properties remaining in the Trust Fund managed by the Trustee (after making appropriate deductions in respect of all disposal costs, liabilities and expenses) shall be remitted to the Company forthwith. For the avoidance of doubt, the Trustee may not transfer any Shares to the Company nor may the Company otherwise hold any Shares whatsoever (other than the Company’s interest in the proceeds of sale of such Shares pursuant to paragraph (iii) above).

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WITHHOLDING

The Company or any Subsidiary shall be entitled to withhold, and any Selected Employee shall be obliged to pay, the amount of any tax and/or social security contributions attributable to or payable in connection with the grant of the Awarded Shares.

DEFINITIONS

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

“Adoption Date” 15 January 2018, being the date on which the Board approved and adopted the Share Award Scheme “Award” an award of Awarded Shares granted by the Board to a Selected Employee as the Board may determine at its discretion in accordance with the Scheme Rules “Awarded Shares” Shares granted to a Selected Employee under an Award “Board” the board of Directors “Business Day” any day on which the Stock Exchange is open for the business of dealing in securities and on which banks are open for business in Hong Kong

“Company” China Baoli Technologies Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange “connected person” has the meaning ascribed thereto under the Listing Rules “Contributed Amount” cash paid or made available to the Trust by way of settlement or otherwise contributed by the Company and/or its Subsidiaries as permitted under the Share Award Scheme to the Trust as determined by the Board from time to time

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“Director(s)”

the director(s) of the Company

“Employee” any employee (including without limitation any executive director and consultant) of any member of the Group and Yota at any time during the Trust Period

• “Excluded Employee” (i) any Employee who is resident in a place where the award of the Awarded Shares and/or the vesting and transfer of the Awarded Shares pursuant to the Scheme Rules is not permitted under the laws or regulations of such place or where in the view of the Board or the Trustee (as the case may be), compliance with applicable laws or regulations in such place makes it necessary or expedient to exclude such Employee; or (ii) any Employee who has tendered his/her resignation or who has been given a notice of dismissal by the relevant member of the Group

“General Mandate” the general mandate granted or to be granted by Shareholders at general meetings from time to time “Group” the Company and its Subsidiaries from time to time “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 “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Remuneration the remuneration committee of the Company Committee”

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“Residual Cash”

• cash in the Trust Fund (including without limitation (i) any Contributed Amount or any remaining amount thereof; (ii) any cash income or dividends derived from Shares held under the Trust; (iii) other cash income or net proceeds of sale of non-cash and non-scrip distribution derived from or in respect of the Shares held under the Trust; and (iv) all interest or income derived from deposits maintained with licensed banks in Hong Kong) which has not been applied in the acquisition of any Shares

• “Scheme Rules”

• the rules relating to the Share Award Scheme as amended from time to time

• “Selected Employee(s)” Employee(s) selected by the Board for participation in the Share Award Scheme

• “SFO”

• the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

• “Share Award Scheme”

• the share award scheme approved and adopted by the Board in accordance with the Scheme Rules on the Adoption Date and as amended from time to time

• “Shareholders” holders of the Shares

• “Shares”

• ordinary shares with nominal value of HK$0.01 each in the share capital of the Company (or of such other nominal amount as will result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time)

• “Specific Mandate” the specific mandate granted or to be granted by Shareholders at general meetings from time to time

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“Stock Exchange”

“Subsidiary”

“Trust”

“Trust Deed”

“Trust Fund”

“Trust Period”

The Stock Exchange of Hong Kong Limited

a company which is for the time being and from time to time a subsidiary (within the meaning given under section 15 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere

• the trust constituted by the Trust Deed to service the Share Award Scheme

the trust deed dated 15 January 2018 entered into between the Company and the Trustee (as may be restated, supplemented and amended from time to time) in relation to the Share Award Scheme

the funds and properties held under the Trust and managed by the Trustee for the benefit of the Employees (other than the Excluded Employees)

means the period beginning with the Adoption Date and ending upon the first to happen of the following, namely

• (a) 14 January 2028, being the expiry of the period of 10 years beginning from the Adoption Date; or

• (b) such date of early termination as determined by the Board

“Trustee”

the trustee appointed by the Company for the purpose of the Trust, and initially, Bank of Communications Trustee Limited

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“Vesting Date(s)”

the date or dates, as determined from time to time by the Board, on which an Award is to vest in the relevant Selected Employee in accordance with the Share Award Scheme

“Yota”

an exempted company incorporated with limited liability under the laws of the Cayman Islands which is held as to 30% by the Company as at the date of this announcement

“%”

per cent.

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

Hong Kong, 15 January 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.

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