Zhejiang Shibao : (A) PROPOSED TERMINATION OF SOME INVESTMENT PROJECTS FINANCED BY PROCEEDS FROM PRIVATE PLACEMENT AND USE RELEVANT PROCEEDS FROM PRIVATE PLACEMENT TO PERMANENTLY REPLENISH THE WORKING CAPITAL (B) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (C) PROPOSED WAIVER OF SHARE LOCK-UP UNDERTAKINGS OF THE ACTUAL CONTROLLERS OF THE COMPANY

November 20, 2019 at 08:45 am

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Zhejiang Shibao Company Limited, you should at once hand this circular 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.

ZHEJIANG SHIBAO COMPANY LIMITED*

浙江世寶股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1057)

PROPOSED TERMINATION OF SOME INVESTMENT PROJECTS FINANCED BY PROCEEDS FROM

PRIVATE PLACEMENT AND USE RELEVANT PROCEEDS FROM PRIVATE PLACEMENT TO PERMANENTLY REPLENISH THE WORKING CAPITAL

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
PROPOSED WAIVER OF SHARE LOCK-UP UNDERTAKINGS OF THE ACTUAL CONTROLLERS OF THE COMPANY

A letter from the Board is set out on pages 3 to 19 of this circular.

A notice convening the 2020 First EGM to be held at the conference room of the Company at 3rd Floor of Office Building No. 6, 17th Avenue, Hangzhou Economic and Technological Development Zone, Hangzhou, Zhejiang Province, China on Monday, 13 January 2020 at 2 : 00 p.m.. The 2020 First H Shareholders' Class Meeting will be held at the conference room of the Company at 3rd Floor of Office Building No. 6, 17th Avenue, Hangzhou Economic and Technological Development Zone, Hangzhou, Zhejiang Province, China on Monday, 13 January 2020, at 3 : 00 p.m. (or immediately following the conclusion or adjournment of the 2020 First A Shareholders' Class Meeting of the Company which will be held at the same place and date). A notice convening the 2020 First EGM and the 2020 First H Shareholders' Class Meeting is set out on pages 20 to 31 of this circular.

A proxy form for use at the 2020 First EGM and the 2020 First H Shareholders' Class Meeting and a reply slip are also enclosed.

Whether or not you are able to attend the 2020 First EGM or the 2020 First H Shareholders' Class Meeting, you are requested to complete and return the appropriate form(s) of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the 2020 First EGM or the 2020 First H Shareholders' Class Meeting (or any adjournment thereof (as the case may be)). Completion and return of the form(s) of proxy will not affect your rights to attend in person and vote at the 2020 First EGM or the 2020 First H Shareholders' Class Meeting (as the case may be), should you so wish. Shareholders who intend to attend the 2020 First EGM or the 2020 First H Shareholders' Class Meeting should also complete and return the appropriate reply slip(s) in accordance with the instructions printed thereon.

* For identification purposes only

21 November 2019

CONTENT

Page Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. Proposed Termination of Some Investment Projects Financed by Proceeds from Private Placement and Use Relevant Proceeds from Private Placement to

	Permanently Replenish the Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . .	10
4.	Proposed Waiver of Share Lock-up Undertakings
	of the Actual Controllers of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
5.	Extraordinary General Meeting and Class Meetings . . . . . . . . . . . . . . . . . . . . . .	18
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
7.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Notice of Class Meeting of Holders of H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26

- i -

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

''2020 First A	the 2020 first A Shareholders' class meeting of the Company to
Shareholders' Class	be held on Monday, 13 January 2020 at 2 : 30 p.m. (or
Meeting''	immediately following the conclusion or adjournment of the
	2020 First EGM of the Company which will be held at the same
	place and date) to consider and, if thought fit, to approve, among
	other things, the proposal on amendments to the Articles of
	Association
''2020 First EGM''	the 2020 first extraordinary general meeting of the Company to
	be held on Monday, 13 January 2020 at 2 : 00 p.m. to consider
	and, if thought fit, to approve, among other things, the proposal
	on termination of some investment projects financed by proceeds
	from private placement and use relevant proceeds from private
	placement to permanently replenish the working capital, the
	proposal on amendments to the Articles of Association and the
	proposal on waiver of share lock-up undertakings of the Actual
	Controllers of the Company
''2020 First H	the 2020 first H Shareholders' class meeting of the Company to
Shareholders' Class	be held on Monday, 13 January 2020 at 3 : 00 p.m. (or
Meeting''	immediately following the conclusion or adjournment of the
	2020 First A Shareholders' Class Meeting of the Company which
	will be held at the same place and date) to consider and, if
	thought fit, to approve, among other things, the proposal on
	amendments to the Articles of Association
''A Share IPO''	the Company completed the initial public offering of 15,000,000
	new A Shares on 2 November 2012, which was listed on the SME
	Board of the Shenzhen Stock Exchange
''A Share(s)''	PRC listed A Share(s) of the Company, with nominal value of
	RMB1.00 each, which are listed and traded on the Shenzhen
	Stock Exchange
''A Shareholder(s)''	holder(s) of A Shares
''Articles of	the articles of association of the Company, as amended from
Association''	time to time
''Board''	the board of Directors of the Company
''Company'' or	浙江世寶股份有限公司 (Zhejiang Shibao Company Limited*), a
''Zhejiang Shibao''	joint stock limited company incorporated in the PRC

For identification purposes only

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	DEFINITIONS

''Connected	Shibao Holding and Mr. Zhang Shi Quan
Shareholders''
''CSRC''	China Securities Regulatory Commission
''Director(s)''	director(s) of the Company
''H Share(s)''	overseas listed foreign share(s) of the Company, with nominal
	value of RMB1.00 each, which are listed and traded on the Hong
	Kong Stock Exchange
''H Shareholder(s)''	holder(s) of H Shares
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Hong Kong Stock	The Stock Exchange of Hong Kong Limited
Exchange''
''Jilin Shibao''	Jilin Shibao Machinery Manufacturing Co., Ltd., a wholly-
	owned subsidiary of the Company
''Listing Rules''	the Rules Governing the Listing of Securities on Hong Kong
	Stock Exchange
''PRC''	the People's Republic of China, but for the purposes of this
	circular, excludes Hong Kong, the Macau Special Administrative
	Region of the PRC and Taiwan
''RMB''	Renminbi, the lawful currency of the PRC for the time being
''Share(s)''	A Share(s) and/or H Share(s)
''Shareholder(s)''	Holder(s) of Shares
''Shibao Holding''	Zhejiang Shibao Holding Group Co., Ltd., the controlling
	shareholder of the Company, and Mr. Zhang Shi Quan, Mr.
	Zhang Bao Yi, Mr. Tang Hao Han, Ms. Zhang Lan Jun and Mr.
	Zhang Shi Zhong holds 40%, 20%, 20%, 15% and 5% equity
	interest in Shibao Holding, respectively
''Supervisory	the supervisory committee of the Company
Committee''

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LETTER FROM THE BOARD

ZHEJIANG SHIBAO COMPANY LIMITED*

浙江世寶股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1057)

Executive Directors:	Registered Office:
Mr. Zhang Bao Yi (General Manager)	No. 1 Shuanglin Road
Mr. Tang Hao Han	Fotang Town
Ms. Zhang Lan Jun	Yiwu City
Ms. Liu Xiao Ping	Zhejiang Province
	China (Postal Code 322002)
Non-executive Directors:
Mr. Zhang Shi Quan (Chairman)	Head Office and Principal Place of
Mr. Zhang Shi Zhong	Business in Hong Kong:
	Room 1204, C C Wu Building
Independent non-executive Directors:	302-308 Hennessy Road, Wanchai
Mr. Lin Yi	Hong Kong
Mr. Guo Kong Hui
Mr. Shum Shing Kei
	21 November 2019
To Shareholders:
Dear Sirs and Madams,

PROPOSED TERMINATION OF SOME INVESTMENT PROJECTS FINANCED BY PROCEEDS FROM PRIVATE PLACEMENT AND USE RELEVANT

PROCEEDS FROM PRIVATE PLACEMENT TO

PERMANENTLY REPLENISH THE WORKING CAPITAL

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
PROPOSED WAIVER OF SHARE LOCK-UP UNDERTAKINGS OF THE ACTUAL CONTROLLERS OF THE COMPANY

1. INTRODUCTION

References are made to the announcements of the Company dated 1 November 2019 and 21 November 2019, in relation to the proposed termination of some investment projects financed by proceeds from private placement and use relevant proceeds from private

For identification purposes only

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LETTER FROM THE BOARD

placement to permanently replenish the working capital, amendments to the Articles of Association and waiver of share lock-up undertakings of the Actual Controllers of the Company.

The purposes of this circular are to provide you with details of the proposed termination of some investment projects financed by proceeds from private placement and use relevant proceeds from private placement to permanently replenish the working capital, amendments to the Articles of Association and waiver of share lock-up undertakings of the Actual Controllers of the Company.

2. PROPOSED TERMINATION OF SOME INVESTMENT PROJECTS FINANCED BY PROCEEDS FROM PRIVATE PLACEMENT AND USE RELEVANT PROCEEDS FROM PRIVATE PLACEMENT TO PERMANENTLY REPLENISH THE WORKING CAPITAL

On 31 October 2019, the sixth session of the Board of the Company resolved by way of written resolutions that, subject to the approval of the Shareholders, the ''precious casting and processing of automotive components project'', one of the fund-raising investment projects from the non-public issuance of A Shares in 2014, be terminated, and the remaining raised funds and interest in the project be used for permanently replenishing the working capital of the Company, and for production and operation of the Company, so as to improve the efficiency in using funds. Such proposal shall be submitted for consideration and approval at the 2020 First EGM.

The details of the proposal are set out as follows:

OVERVIEW OF THE FUND-RAISING INVESTMENT PROJECT WHICH IS PROPOSED TO BE TERMINATED
1. Overview of fundraising

As approved by the document of the CSRC (ZJXK [2014] No. 1101), the Company issued 38,200,000 RMB ordinary Shares (A Shares) to specific subscribers by way of non-public issuance at an issue price of RMB18.46 per Share, with the total raised funds of RMB705,172,000.00. The raised funds after deduction of underwriting and sponsoring fees were remitted by the then lead underwriter to the fundraising escrow account of the Company on 11 December 2014. The net proceeds raised were RMB658,162,877.04 after deduction of issue costs of the above raised funds. The

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LETTER FROM THE BOARD

availability of the above raised funds was verified by Pan-China Certified Public Accountants LLP, which issued the Capital Verification Report (TJY [2014] No. 265). The above raised funds were used for the following projects:

		Unit:
		RMB0,000
		Amount of
		Raised Funds
S/N	Project Name	to be Used
1	The increase of production of power automotive steering
	gears project	12,800.00
2	The precious casting and processing of automotive
	components project	20,000.00

3 The research and development, examination and inspection and trial production centre of automotive

steering gear system project

4,000.00

4 The annual production of 2,100,000 automotive steering gear (EPS) components series industrialization

investment and development project	29,016.29
Total	65,816.29

The ''increase of production of power automotive steering gears project'' and the ''research and development, examination and inspection and trial production centre of automotive steering gear system project'' were ready for their intended use on 31 December 2016; as at 1 November 2019, the ''annual production of 2,100,000 automotive steering gear (EPS) components series industrialization investment and development project'' has been under construction.

2. Information on the fund-raising investment project which is proposed to be terminated

		Unit: RMB0,000
			Amount of
			Raised Funds
		Amount of	Used as at
		Raised Funds	30 October
S/N	Project Name	to be Used	2019
1	The precious casting and processing of
	automotive components project	20,000.00	13,353.86

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LETTER FROM THE BOARD

The raised funds of RMB200 million in total were proposed to be invested in the ''precious casting and processing of automotive components project'', and as at 30 October 2019, the total raised funds which were invested in the project were RMB133,538,600.00, representing 66.77% and which were mainly used for construction of a casting factory and a machining factory, and purchase of equipment for the casting line and the machining line in the project and otherwise. As at 30 October 2019, the casting factory for the project was completed and put into operation; the machining factory passed the acceptance inspection and was put into operation; certain equipment for the casting line was purchased, which formed the casting capacity of approximately 7,000 tons, and certain equipment was purchased for the machining line, which mainly formed the capacity for machining approximately 150,000 shells, and 300,000 tubular columns and other products.

As at 30 October 2019, the remaining raised funds for the project were RMB80,496,900.00 (which included the accumulated amount of interests received from bank deposits and net gains from short-term bank wealth management products less bank charges, and the amount of RMB80,000,000.00 which was not due and temporarily used for replenishing the working capital).

REASONS FOR TERMINATION OF SOME FUND-RAISING INVESTMENT PROJECTS FINANCED BY PROCEEDS FROM PRIVATE PLACEMENT AND PLAN FOR SUBSEQUENT USE
1. Reasons for termination of the ''precious casting and processing of automotive components project''
  1. Recent decline in the vehicle market and the vehicle parts market

In 2018, the production and sales volumes of China automobile industry were 27,809,000 units and 28,081,000 units respectively, representing a decrease of 4.20% and 2.80% year on year respectively. The production and sales volumes of passenger cars were 23,529,000 units and 23,710,000 units respectively, representing a decrease of 5.20% and 4.10% year on year respectively. Among these, the sales volume of China-brand passenger cars was 9,980,000 units, representing a decrease of 8.00% year on year.

From January to June 2019, the production and sales volumes of China automobile industry were 12,132,000 units and 12,323,000 units respectively, representing a decrease of 13.70% and 12.40% year on year respectively. The production and sales volume of passenger cars were 9,978,000 units and 10,127,000 units respectively, representing a decrease of 15.80% and 14.00% year on year respectively. Among passenger cars, the sales volume of China-brand passenger cars was 3,998,000 units, representing a decrease of 21.70% year on year. The production and sales volumes of commercial vehicles were 2,154,000 units and 2,196,000 units respectively, representing a decrease of 2.30% and 4.10% year on year respectively. Among commercial vehicles, the production and sales volumes of buses decreased by 10.90% and 6.90% year on year respectively; the production and sales volume of trucks decreased by 1.30% and 3.80% year on year respectively.

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LETTER FROM THE BOARD

The fluctuations in the vehicle market directly affected the vehicle parts market. The poor performance of the automobile industry in China led to the decline in the sales volume of China-brand passenger cars, which had a certain adverse impact on the sales of products of the Company. The production and sales volumes of knuckles which involved the utilization of the precision casting production capacity remained low. In 2018 and the first half of 2019, the rates of utilization of the precision casting production capacity of Jilin Shibao were 46.98% and 49.81% respectively, resulting in a certain gap in full utilization of the capacity. Meanwhile, based on current market conditions, the space for the vehicle parts market in the future and its development plans, the Company believed that the current casting and machining capacity for precision castings basically met the future needs of the Company.

2. With the decline in the overall results of the Company, the termination of the project is capable of saving financial costs for the Company and avoiding a significant increase in depreciation, which will help improve the future results of the Company

The poor performance of the automobile industry in China led to the decline in the sales volume of China-brand passenger cars, which had a certain adverse impact on the sales of products of the Company. It recorded meager profit in 2018 and losses between January and June 2019, and expected a loss for 2019. If the Company continues to make a significant investment in the ''precious casting and processing of automotive components project'' as originally scheduled, there will be a considerable depreciation for the Company in the short term, after construction in progress is classified into fixed assets. Meanwhile, based on the current vehicle market conditions, the precision casting production capacity of the Company is capable of meeting production needs. If the Company continues to make an investment in the ''precious casting and processing of automotive components project'', the additional casting production capacity cannot be used to generate profits in the short term, which is adverse to improving the results of the Company and safeguarding the interests of the Shareholders of the Company. In addition, based on the current one-year loan interest rate of a commercial bank, the Company is able to save financial costs of RMB3,501,600.00 by using, the remaining raised funds of approximately RMB80,496,900.00 in the project, for permanently replenishing the working capital. Therefore, in consideration of the operational stability and economy, the Company determines to terminate the ''precious casting and processing of automotive components project''.

Change of the use of raised funds and plan for permanently replenishing the working capital

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LETTER FROM THE BOARD

funds and interest are proposed to be used for permanently replenishing the working capital (based on the balance on which the bank settles the interest, on the date of transfer of the funds). After being used for permanently replenishing the working capital, the above remaining raised funds and interest will be used for daily operating activities of the Company.

ARRANGEMENTS FOR RAISED FUNDS AFTER TERMINATION OF THE ''PRECIOUS CASTING AND PROCESSING OF AUTOMOTIVE COMPONENTS PROJECT''

Based on the principle of maximizing Shareholders' interests, and in accordance with relevant provisions of the Rules Governing the Listing of Stocks on the SME Board of the Shenzhen Stock Exchange (深圳證券交易所中小板股票上市規則), and the Guide to Standard Operation of Companies Listed on the SME Board of the Shenzhen Stock Exchange (深圳證券交易所中小板上市公司規範運作指引), and in consideration of the development plan and actual production and operation needs of the Company, it intends to use the remaining raised funds and interest in the ''precious casting and processing of automotive components project'', one of the fund-raising investment projects from the non- public issuance of A Shares in 2014, for permanently replenishing the working capital (based on the balance on which the bank settles the interest, on the date of transfer of the funds). The Company will cancel the project raised fund account after the above raised funds of the project are used for permanently replenishing the working capital, and the agreement for escrow of raised funds between the Company, the sponsor and the deposit bank will terminate upon the cancellation.

IV. IMPACT OF TERMINATION OF THE FUND-RAISING INVESTMENT PROJECT ON THE COMPANY

The decision on the termination of the ''precious casting and processing of automotive components project'', one of the fund-raising investment projects from the non-public issuance of A Shares in 2014, is cautiously made, based on development and change of objective and actual conditions, in order to avoid making a new production capacity idle and ineffective investment. Such termination is capable of avoiding investment risks and in line with the actual conditions of production and operation of the Company, and will not materially and adversely affect the production and operation of the Company. The proposed use of all of the remaining raised funds and interest upon the termination of the project, for permanently replenishing the working capital, will help improve the efficiency in using raised funds and reduce financial costs, and is in the interest of all Shareholders.

RELEVANT UNDERTAKINGS OF THE COMPANY

In accordance with the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Guide to Standard Operation of Companies Listed on the SME Board of the Shenzhen Stock Exchange, the Company undertakes that:

1. The raised funds for permanently replenishing the working capital was received one year ago;

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LETTER FROM THE BOARD

The use of the raised funds for permanently replenishing the working capital will not affect other fund-raising investment projects;
It has not carried out any venture investment or provided financial support for entities other than majority-owned subsidiaries, within twelve months prior to the use of the raised funds for permanently replenishing the working capital;
It will not carry out any venture investment or provide financial support for entities other than majority-owned subsidiaries, within twelve months following the use of the raised funds for permanently replenishing the working capital.

VI. RELEVANT OPINIONS ON THE TERMINATION OF SOME INVESTMENT PROJECTS FINANCED BY PROCEEDS FROM PRIVATE PLACEMENT AND USE RELEVANT PROCEEDS FROM PRIVATE PLACEMENT TO PERMANENTLY REPLENISH THE WORKING CAPITAL

Opinions of Independent Directors

The independent Directors of the Company are of the opinions that the decision on the termination of the ''precious casting and processing of automotive components project'', one of the fund-raising investment projects from the non-public issuance of A Shares in 2014, is made, based on objective conditions and will not materially and adversely affect the normal production and operation of the Company. The proposed use of all of the remaining raised funds and interest upon the termination of the project, for permanently replenishing the working capital, will help improve the efficiency in using raised funds and reduce financial costs, and is in the interest of all Shareholders. The procedures completed by the Company comply with relevant requirements of laws, regulations, and policies of the Company, and are legal and valid. They agree with the termination of the ''precious casting and processing of automotive components project'', one of the fund-raising investment projects from the non-public issuance of A Shares in 2014, and the use of the remaining raised funds and interest in relation to the project, for permanently replenishing the working capital of the Company.

(II) Opinions of the Supervisory Committee

The Supervisory Committee of the Company are of the opinions that the decision on the termination of the ''precious casting and processing of automotive components project'', one of the fund-raising investment projects from the non-public issuance of A Shares in 2014, is made, based on objective conditions, and will not materially and adversely affect the normal production and operation of the Company. The proposed use of all of the remaining raised funds and interest upon the termination of the project, for permanently replenishing the working capital, will help improve the efficiency in using raised funds and reduce financial costs, and is in the interest of all Shareholders. It agrees with the termination of the ''precious casting and processing of automotive components project'', one of the fund-raising investment projects from the non-public issuance of A Shares in 2014, and the use of the remaining raised funds and interest in relation to the project, for permanently replenishing the working capital of the Company.

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LETTER FROM THE BOARD

(III) Review Opinions of the Sponsor

After verification, the sponsor is of the view that the proposed termination by the Company of the ''precious casting and processing of automotive components project'', one of the fund-raising investment projects from the non-public issuance of A Shares in 2014, and the proposed use by the Company of all of the remaining raised funds and interest in the project for permanently replenishing the working capital of the Company, have been considered and approved by the Board and the Supervisory Committee of the Company, with the affirmative opinions of all independent Directors; and are subject to required procedures and consideration at the general meeting; and are conducive to improving the efficiency in using raised funds and reducing financial costs; and are in the interest of all Shareholders; and comply with the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Rules Governing Listing of Stocks on the Shenzhen Stock Exchange, the Guide to Standard Operation of Companies Listed on the SME Board of the Shenzhen Stock Exchange and otherwise. The sponsor has no objection to the proposed termination by Zhejiang Shibao of the ''precious casting and processing of automotive components project'', one of the fund-raising investment projects from the non-public issuance of A Shares in 2014, and the proposed use by Zhejiang Shibao of all of the remaining raised funds and interest for permanently replenishing the working capital of the Company.

3. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Proposed amendments to the Articles of Association

In accordance with the Reply Concerning Adjustment for Application of Provisions on Matters Including the Notice Period of the General Meeting of an Overseas Listed Company published by the State Council (GH [2019] No. 97), relevant provisions of the Company Law of the People's Republic of China applies to, and Articles 20 to 22 of the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Liability Companies cease to apply to the notice period of a general meeting, the right of a shareholder to submit a proposal at the general meeting and the procedures of convening the general meeting of a limited liability company registered in China and listed overseas. Therefore, the Company hereby proposes to amend the terms of the Articles of Association, in relation to the notice period of the general meeting, the right of a shareholder to submit a proposal at the general meeting and the procedures of convening the general meeting. In addition, due to production and operation needs, the Company proposes to adjust the scope of business and correspondingly amend the Articles of Association.

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LETTER FROM THE BOARD

Specific amendments are as follows:
S/N Original Provisions of the Articles of Association
1 Article 12 The business scope of the Company is subject to the items as approved by the authority responsible for the registration of companies.
The principal scope of the Company: manufacture and sales of automotive components, sales of metal materials, mechanical and electrical products as well as electronic products, sales of
automobiles (restricted to branches to operate). (MP10)

Amended Provisions of the Articles of Association

Article 12 The business scope of the Company is subject to the items as approved by the authority responsible for the registration of companies.

The scope of business of the Company: manufacture and sales of automotive components, sales of metal materials, mechanical and electrical products as well as electronic products. There is one branch: Place of business: No.2290 Hehuanan Street, Choujiang Avenue, Yiwu City, Zhejiang Province; Scope of business: manufacture and sales of automotive components, sales of metal materials, mechanical and electrical products as well as electronic products. (Items subject to approval by laws shall not be carried out unless with the approval of relevant authorities) (MP10)

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LETTER FROM THE BOARD

S/N Original Provisions of the Articles of Association

2 Article 73 If the Company convenes a general meeting, it shall issue a written notice forty- five (45) days (excluding the date of issue of notice and date of meeting) prior to the meeting to all shareholders who are on the register of shareholders, specifying the matters to be considered at the meeting and the date and place of the meeting. The shareholders who intend to attend the meeting shall serve on the Company written replies of their intention to attend twenty (20) days (excluding the date of issue of notice and date of meeting) prior to the meeting. (MP53)

In calculating the notice period, the date of meeting shall be excluded.

Amended Provisions of the Articles of Association

Article 73 To convene an annual general meeting of the Company, the Company shall notify all shareholders by way of announcement at least 20 clear business days prior to the meeting and shall also notify the shareholders for H Shares in writing; in the case of an extraordinary general meeting, the Company shall notify all shareholders by way of announcement at least 15 clear business days prior to the meeting and shall also notify the shareholders for H Shares in writing. When the Company convenes a meeting of class shareholders, the period of notice and the notification method shall be as specified in Article 131 of the Articles of Association.

In calculating the notice period, the date of issue of notice and date of meeting shall be excluded. The aforementioned business day shall mean the date on which the Hong Kong Stock Exchange opens for securities trading.

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LETTER FROM THE BOARD

S/N Original Provisions of the Articles of Association

3 Article 75 The Company shall, based on the written replies received by the Company twenty

days (exclusive of the date of meeting) prior to the date of a general meeting, calculate the number of voting shares represented by shareholders who have indicated their intention to attend the meeting. Where the number of voting shares represented by such shareholders reaches half (1/2) of the Company's total number of voting shares, the Company may convene the general meeting. Otherwise, the Company shall, within five (5) days, inform the shareholders again of the motions to be considered, the date and venue of the meeting by way of a public announcement. After making the announcement, the general meeting may be convened. (MP55)

An extraordinary general meeting shall not decide on matters which are not specified in the notice.

Amended Provisions of the Articles of Association

Article 75 An extraordinary general meeting shall not decide on matters which are not specified in the notice.

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LETTER FROM THE BOARD

S/N Original Provisions of the Articles of Association

4 Article 131 If the Company convenes a meeting of class shareholders, it shall issue a written notice forty-five (45) days (excluding the date of issue of notice and date of meeting) prior to the meeting to all shareholders of such class who are on the register of shareholders, specifying the business to be transacted and the date and place of the meeting. The shareholders who intend to attend the meeting shall serve on the Company written replies of their intention to attend twenty

days (excluding the date of issue of notice and date of meeting) prior to the meeting. (MP83)

If the number of shares vested with voting rights at such meeting held by those shareholders who intend to attend such meeting shall reach more than one-half (1/2) of the total number of shares vested with the voting rights at such meeting, the Company may convene such meeting of class shareholders; if this cannot be attained, the Company shall further notify the shareholders by way of public notice within five (5) days thereof specifying the business to be transacted and the date and place of the meeting. After giving notice by such public notice, the Company may convene the meeting of class shareholders.

Amended Provisions of the Articles of Association

Article 131 To convene the meeting of class shareholders, the Company shall, at least 20 clear business days prior to the annual general meeting (excluding the date of issue of notice and date of meeting) or at least 15 clear business days prior to the extraordinary general meeting (excluding the date of issue of notice and date of meeting), give registered holders of shares of the class, written notice, specifying matters to be considered at the meeting and the date and place of the meeting. The aforementioned business day shall mean the date on which the Hong Kong Stock Exchange opens for securities trading. (MP83)

Note: The amendments to the Articles of Association were originally drafted in Chinese and the English translation is for reference only. In case of any inconsistencies between the Chinese and the English version, the Chinese version shall prevail.

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LETTER FROM THE BOARD

The above proposed amendments to the Articles of Association are subject to approval by the Shareholders at the 2020 First EGM, the 2020 First A Shareholders' Class Meeting and the 2020 First H Shareholders' Class Meeting. The proposed amendments to the Articles of Association will come into force upon approval by the Shareholders by way of a special resolution at the 2020 First EGM, the 2020 First A Shareholders' Class Meeting and the 2020 First H Shareholders' Class Meeting and the Company's obtaining all required approval or endorsement from or registration with the relevant regulatory authorities.

4. PROPOSED WAIVER OF SHARE LOCK-UP UNDERTAKINGS OF THE ACTUAL CONTROLLERS OF THE COMPANY

On 20 November 2019, the sixth session of the Board of the Company resolved by way of written resolution to waive the share lock-up undertakings of the Actual Controllers of the Company subject to approval of the Shareholders. Mr. Zhang Shi Quan, Mr. Zhang Bao Yi, Mr. Tang Hao Han, Ms. Zhang Lan Jun and Mr. Zhang Shi Zhong, all of whom are connected Directors of the Company, withdrew from voting on the resolution of the Board. The proposal shall be submitted at the 2020 First EGM for consideration and approval, at which the Connected Shareholders will withdraw from voting on the proposal.

Recently, the Company received the Letter in Relation to Application for a Waiver of Share Lock-up Undertakings from Mr. Zhang Shi Quan, an Actual Controller of the Company. Mr. Zhang Shi Quan applies for a waiver of certain undertakings in relation to share lock-up which were made upon A Share IPO of the Company.

CONTENTS AND FULFILLMENT OF SHARE LOCK-UP UNDERTAKINGS

In accordance with relevant representations in paragraph 1 of ''Notice on Significant Matters'' in the Prospectus for A Share IPO of the Company, the contents and fulfillment of undertakings made by Mr. Zhang Shi Quan are as follows:

Contents of the Undertakings	Term	Fulfillment
1. Zhang Shi Quan, Zhang Bao Yi, Tang Hao Han,	2 November	Being fulfilled
Zhang Lan Jun and Zhang Shi Zhong, all of	2015 and the
whom are the actual controllers of the issuer (the	period in which
''Actual Controller(s)''), also undertake that	they act as
within thirty-six months following the date of	Actual
listing of A Shares issued by the Company, he/	Controllers,
she will not transfer the capital contribution held	Directors and
by him/her in Shibao Holding, and that after the	senior
expiry of the aforesaid term, the capital	management
contribution to Shibao Holding which is	members of the
transferred in each year during his/her term of	Company
office shall not exceed 25% of capital	thereafter
contributions held by him/her in Shibao
Holding, and that within half a year after he/she
resigns as a Director and senior management
member of Zhejiang Shibao, he/she will not
transfer capital contributions held by him/her in
Shibao Holding.

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LETTER FROM THE BOARD

Contents of the Undertakings	Term	Fulfillment
2. Zhang Shi Quan, who is a Shareholder of the	2 November	Being fulfilled
issuer, undertakes that within thirty-six months	2015 and the
following the date of listing of A Shares issued	period in which
by the Company, he will not transfer or appoint	he acts as
other persons to manage the Shares held by him	Actual
in the Company, or have the Shares purchased	Controller,
by the Company, meanwhile, as a Director and	Director and
senior management member of the Company,	senior
Zhang Shi Quan also undertakes that after the	management
expiry of the aforesaid term, the number of the	member of the
Shares which are transferred in each year during	Company
his term of office will not exceed 25% of the	thereafter
total number of Shares held by him in the
Company, and that within half a year after his
resignation, he will not transfer the Shares held
by him in the Company.

MATTERS IN RELATION TO SHARE LOCK-UP UNDERTAKINGS, THE WAIVER OF WHICH IS REQUESTED
1. Contents of Share Lock-up Undertakings, the Waiver of Which is Requested

Mr. Zhang Shi Quan applies for a waiver of ''1.…the capital contribution to

Shibao Holding which is transferred in each year during his/her term of office shall not exceed 25% of capital contributions held by him/her in Shibao Holding…'' in the aforesaid undertakings.

The share lock-up undertakings, the waiver of which is requested by Mr. Zhang Shi Quan exclude statutory share lock-up undertakings, which are additional share lock-up undertakings voluntarily made by him in the capital market environment for the time being. The contents of the voluntary lock-up undertakings are not pre-conditions or required terms for implementation and completion of A Share IPO of a company specified by the Company Law, the Security Law and other laws and regulations.

(II) Reasons and Bases for Applying for a Waiver of Share Lock-up Undertakings

As at the date of this circular, Mr. Zhang Shi Quan holds 40% equity interest in Shibao Holding, and Shibao Holding holds 341,786,098 A Shares (accounting for 43.28% of the total share capital of the Company) in the Company. As Mr. Zhang Shi Quan is entitled to exercise one-third or more of the controlling interests in Shibao Holding, therefore, Mr. Zhang Shi Quan is deemed to be interested in all of the 341,786,098 A Shares in the Company held by Shibao Holding. As at the date of this circular, Mr. Zhang Shi Quan directly holds 26,391,580 A Shares (accounting for 3.34% of the total share capital of the Company) in the Company. Due to his advanced years, Mr. Zhang Shi Quan intends to gradually transfer enterprise management work to, among others, young members of the family, therefore, Mr. Zhang Shi Quan entered into the

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LETTER FROM THE BOARD

equity transfer agreements with each of his son (Mr. Zhang Bao Yi), his daughter (Ms. Zhang Lan Jun), his son-in-law (Mr. Tang Hao Han) and his brother (Mr. Zhang Shi Zhong), whereby, he intended to transfer 10%, 10%, 5% and 5% equity interest held by him in Shibao Holding to Mr. Zhang Bao Yi, Ms. Zhang Lan Jun, Mr. Tang Hao Han and Mr. Zhang Shi Zhong, respectively. The actual controllers of the Company remained unchanged before and after the equity transfer, namely Mr. Zhang Shi Quan, Mr. Zhang Bao Yi, Ms. Zhang Lan Jun, Mr. Tang Hao Han and Mr. Zhang Shi Zhong. In addition, as stated in the Prospectus for A Share IPO of the Company, Mr. Zhang Bao Yi, Ms. Zhang Lan Jun, Mr. Tang Hao Han and Mr. Zhang Shi Zhong have undertaken that ''the capital contribution to Shibao Holding which is transferred in each year during his/her term of office shall not exceed 25% of capital contributions held by him/ her in Shibao Holding'', therefore, Mr. Zhang Bao Yi, Ms. Zhang Lan Jun, Mr. Tang Hao Han and Mr. Zhang Shi Zhong will takeover the share lock-up undertakings, the waiver of which is requested by Mr. Zhang Shi Quan, after the equity transfer.

The share lock-up undertakings, the waiver of which is requested by Mr. Zhang Shi Quan are voluntary undertakings made when the Company prepared for A Share IPO, and are not statutory undertakings made under mandatory provisions of the Company Law, the Security Law and other laws and regulations or unchangeable undertakings under existing rules, and Mr. Zhang Shi Quan did not declare that the undertakings could not be changed or waived, when making the undertakings.

In accordance with the Rules Governing Listing of Stocks on the Shenzhen Stock Exchange, the Regulatory Guidelines for Listed Companies No.4 - Undertakings and Performance by Listed Companies and Listed Companies' De Facto Controllers, Shareholders, Related Parties and Acquirers, and relevant provisions, Mr. Zhang Shi Quan applies to the Board, the Supervisory Committee and the general meeting for a waiver of the aforesaid share lock-up undertakings.

III. OPINIONS OF INDEPENDENT DIRECTORS

The application by Mr. Zhang Shi Quan for a waiver of certain undertakings in relation to share lock-up complies with relevant provisions of the Rules Governing Listing of Stocks on the Shenzhen Stock Exchange, and the Regulatory Guidelines for Listed Companies No.4 - Undertakings and Performance by Listed Companies and Listed Companies' De Facto Controllers, Shareholders, Related Parties and Acquirers, and the waiver of the share lock-up undertakings facilitates the long-term strategic development of the Company, without damage to the interests of the Company and minority Shareholders. During the course of consideration of the proposal by the Board, connected Directors withdrew from voting, and the consideration and decision- making procedures for the matter comply with the Company Law, the Rules Governing Listing of Stocks on the Shenzhen Stock Exchange and other laws and

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LETTER FROM THE BOARD

regulations, and the Articles of Association. The independent Directors agree with the proposal on the Waiver of Share Lock-up Undertakings of the Actual Controllers of the Company and submit it at the general meeting of the Company for consideration.

IV. OPINIONS OF THE SUPERVISORY COMMITTEE

The application by Mr. Zhang Shi Quan for a waiver of certain undertakings in relation to share lock-up complies with relevant provisions of the Rules Governing Listing of Stocks on the Shenzhen Stock Exchange, and the Regulatory Guidelines for Listed Companies No.4 - Undertakings and Performance by Listed Companies and Listed Companies' De Facto Controllers, Shareholders, Related Parties and Acquirers. The consideration and decision-making procedures for the waiver of the share lock-up undertakings comply with the Company Law, the Rules Governing Listing of Stocks on the Shenzhen Stock Exchange and other laws and regulations, and the Articles of Association. The waiver of the share lock-up undertakings facilitates the long-term strategic development of the Company, without damage to the interests of the Company and minority Shareholders. The Supervisory Committee agrees with the proposal on the Waiver of Share Lock-up Undertakings of the Actual Controllers of the Company.

5. EXTRAORDINARY GENERAL MEETING AND CLASS MEETINGS

The proposal on the termination of some investment projects financed by proceeds from private placement and use relevant proceeds from private placement to permanently replenish the working capital is subject to, among others, approval by the Shareholders by way of an ordinary resolution at the general meeting. The proposal on the amendments to the Articles of Association is subject to, among others, the effect of approval by the Shareholders by way of a special resolution at the general meeting and class meetings, and the Company's obtaining all required approval or endorsement from or registration with the relevant regulatory authorities. The proposal on the waiver of share lock-up undertakings of the Actual Controllers of the Company is subject to, among others, approval by the Shareholders by way of an ordinary resolution at the general meeting, at which the Connected Shareholders will abstain from voting.

Therefore, it is proposed that the 2020 First EGM, the 2020 First A Shareholders' Class Meeting and the 2020 First H Shareholders' Class Meeting are convened to propose the resolutions on voting for, among others, the above proposals.

Save for the proposed resolution in relation to the waiver of share lock-up undertakings of the Actual Controllers of the Company, to the best knowledge and belief of the Directors, none of the Shareholders would be required to abstain from voting on the proposed resolutions at the 2020 First EGM. In addition, to the best knowledge and belief of the Directors, none of the Shareholders would be required to abstain from voting on the proposed resolutions at the 2020 First A Shareholders' Class Meeting and the 2020 First H Shareholders' Class Meeting.

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LETTER FROM THE BOARD

The 2020 First EGM will be held at the conference room of the Company at 3rd Floor of Office Building No. 6, 17th Avenue, Hangzhou Economic and Technological Development Zone, Hangzhou, Zhejiang Province, China on Monday, 13 January 2020 at 2 : 00 p.m.. The 2020 First H Shareholders' Class Meeting will be held at the conference room of the Company at 3rd Floor of Office Building No. 6, 17th Avenue, Hangzhou Economic and Technological Development Zone, Hangzhou, Zhejiang Province, China on Monday, 13 January 2020, at 3 : 00 p.m. (or immediately following the conclusion or adjournment of the 2020 First A Shareholders' Class Meeting of the Company which will be held at the same place and date). A notice convening the 2020 First EGM and the 2020 First H Shareholders' Class Meeting is set out on pages 20 to 31 of this circular.

A proxy form for use at the 2020 First EGM and the 2020 First H Shareholders' Class Meeting and a reply slip are also enclosed. Whether or not you intend to attend the 2020 First EGM or the 2020 First H Shareholders' Class Meeting, you are requested to complete and return the appropriate form(s) of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding such meeting (or any adjournment thereof).

6. RECOMMENDATION

The Board considers that the proposed resolutions set out above are in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the all resolutions proposed at the 2020 First EGM and the 2020 First H Shareholders' Class Meeting.

7. VOTING BY POLL

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at general meetings and class meetings must be taken by poll. The chairman of the general meeting will therefore demand a poll for every resolution put to the vote of the general meeting and class meetings pursuant to Article 102 of the Articles of Association.

8. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The information contained herein relating to the Company has been supplied by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, no other facts are omitted in this circular which would make any statement herein misleading insofar as it relates to the Company.

Yours faithfully,

By order of the Board

Zhejiang Shibao Company Limited

Zhang Shi Quan

Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

ZHEJIANG SHIBAO COMPANY LIMITED*

浙江世寶股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1057)

NOTICE IS HEREBY GIVEN that the 2020 First Extraordinary General Meeting (the ''EGM'') of Zhejiang Shibao Company Limited* (the ''Company'') will be held at the conference room of the Company at 3rd Floor of Office Building No. 6, 17th Avenue, Hangzhou Economic and Technological Development Zone, Hangzhou, Zhejiang Province, China on Monday, 13 January 2020 at 2 : 00 p.m. to consider and, if thought fit, pass the following resolutions.

To consider and, if thought fit, pass (with or without modification) the following resolution as ordinary resolution:
''THAT the termination of some investment projects financed by proceeds from private placement and use relevant proceeds from private placement to permanently replenish the working capital be and are hereby approval.''
To consider and, if thought fit, pass (with or without modification) the following resolution as special resolution:
''THAT:

To approve and confirm, conditional upon the Company's obtaining all required approval or endorsement from or registration with the relevant regulatory authorities, the following amendments to the existing articles of association of the Company (the ''Articles of Association''), and that the Board be authorised to modify the wordings of such amendments to the Articles of Association as appropriate, and to deal with other related issues arising from or relating to the amendments to the Articles of Association accordingly:

Original Provisions of the Articles of	Amended Provisions of the Articles of
Association	Association
Article 12 The business scope of the	Article 12 The business scope of the
Company is subject to the items as	Company is subject to the items as
approved by the authority responsible	approved by the authority responsible
for the registration of companies.	for the registration of companies.
The principal scope of the Company:	The scope of business of the Company:
manufacture and sales of automotive	manufacture and sales of automotive
components, sales of metal materials,	components, sales of metal materials,
mechanical and electrical products as	mechanical and electrical products as
well as electronic products, sales of	well as electronic products. There is one
automobiles (restricted to branches to	branch: Place of business: No.2290
operate). (MP10)	Hehuanan	Street, Choujiang Avenue,
	Yiwu City, Zhejiang Province; Scope of
	business: manufacture and sales of
	automotive components, sales of metal
	materials,	mechanical	and	electrical
	products	as well	as	electronic

products. (Items subject to approval by laws shall not be carried out unless with the approval of relevant authorities) (MP10)

For identification purposes only

- 20 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Original Provisions of the Articles of Association

Article 73 If the Company convenes a general meeting, it shall issue a written notice forty-five (45) days (excluding the date of issue of notice and date of meeting) prior to the meeting to all shareholders who are on the register of shareholders, specifying the matters to be considered at the meeting and the date and place of the meeting. The shareholders who intend to attend the meeting shall serve on the Company written replies of their intention to attend twenty (20) days (excluding the date of issue of notice and date of meeting) prior to the meeting. (MP53)

In calculating the notice period, the date of meeting shall be excluded.

Amended Provisions of the Articles of Association

- 21 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Original Provisions of the Articles of Association

Article 75 The Company shall, based on the written replies received by the Company twenty (20) days (exclusive of the date of meeting) prior to the date of a general meeting, calculate the number of voting shares represented by shareholders who have indicated their intention to attend the meeting. Where the number of voting shares represented by such shareholders reaches half (1/2) of the Company's total number of voting shares, the Company may convene the general meeting. Otherwise, the Company shall, within five (5) days, inform the shareholders again of the motions to be considered, the date and venue of the meeting by way of a public announcement. After making the announcement, the general meeting may be convened. (MP55)

An extraordinary general meeting shall not decide on matters which are not specified in the notice.

Amended Provisions of the Articles of Association

Article 75 An extraordinary general meeting shall not decide on matters which are not specified in the notice.

- 22 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Original Provisions of the Articles of	Amended Provisions of the Articles of
Association	Association
Article 131 If the Company convenes a	Article 131 To convene the meeting of
meeting of class shareholders, it shall	class shareholders, the Company shall,
issue a written notice forty-five (45)	at least 20 clear business days prior to
days (excluding the date of issue of	the annual general meeting (excluding
notice and date of meeting) prior to the	the date of issue of notice and date of
meeting to all shareholders of such	meeting) or at least 15 clear business
class who are on the register of	days prior to the extraordinary general
shareholders, specifying the business	meeting (excluding the date of issue of
to be transacted and the date and	notice and date of meeting), give
place of the meeting. The shareholders	registered holders of shares of the
who intend to attend the meeting shall	class, written notice, specifying
serve on the Company written replies of	matters to be considered at the
their intention to attend twenty (20)	meeting and the date and place of the
days (excluding the date of issue of	meeting. The aforementioned business
notice and date of meeting) prior to the	day shall mean the date on which the
meeting. (MP83)	Hong Kong Stock Exchange opens for
	securities trading. (MP83)
If the number of shares vested with
voting rights at such meeting held by
those shareholders who intend to
attend such meeting shall reach more
than one-half (1/2) of the total number
of shares vested with the voting rights
at such meeting, the Company may
convene such meeting of class
shareholders; if this cannot be
attained, the Company shall further
notify the shareholders by way of
public notice within five (5) days
thereof specifying the business to be
transacted and the date and place of the
meeting. After giving notice by such
public notice, the Company may
convene the meeting of class
shareholders.

3. To consider and, if thought fit, pass (with or without modification) the following resolution as ordinary resolution:

''THAT the waiver of share lock-up undertakings of the Actual Controllers of the Company be and is hereby approved.''

By order of the Board

Zhejiang Shibao Company Limited

Zhang Shi Quan

Chairman

Hangzhou, Zhejiang, the PRC

21 November 2019

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

All resolutions at the meeting will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the Hong Kong Stock Exchange's and the Company's websites in accordance with the Listing Rules.
H Shareholders whose names appear on the Company's register of members maintained by Computershare Hong Kong Investor Services Limited after office hour on 13 December 2019 (Friday) are entitled to attend and vote at the EGM.
H Shareholders who intend to attend the EGM must complete and return the written replies for attending the EGM to the Company's Hong Kong office by facsimile or post no later than 23 December 2019 (Monday):
Address: Room 1204
C C Wu Building 302-308 Hennessy Road Wanchai
Hong Kong
Tel: (852) 3104 8118
Fax: (852) 3014 8119
Each shareholder of the Company who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf. Where a shareholder of the Company has appointed more than one proxy to attend the EGM, such proxies may only vote on a poll or a ballot. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing. In the case that an appointer is a legal person, the power of attorney must be either under the common seal of the legal person or under the hand of its director or other person, duly authorized. If the instrument appointing a proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarially certified. The power of attorney or other documents of authorization and proxy forms must be delivered to the Company's Hong Kong office at Room 1204, C C Wu Building, 302-308 Hennessy Road, Wanchai, Hong Kong, no less than 24 hours before the time appointed for the holding of the EGM in order for such documents to be valid. For A Shareholders, the abovementioned documents must be delivered to the secretary office of the board of the Company before the above mentioned time.
The Company's register of members will be closed from 14 December 2019 (Saturday) to 13 January 2020 (Monday) (both days inclusive), during which time no transfer of shares will be registered. Transferees of H Shares who wish to attend the EGM must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to Computershare Hong Kong Investor Services Limited by no later than 4 : 30 p.m. on 13 December 2019 (Friday) for completion of the registration of the relevant transfer in accordance with the articles of association of the Company. Computershare Hong Kong Investor Services Limited's address is as follows:
Shops 1712-1716
17th Floor, Hopewell Centre 183 Queen's Road East Wanchai
Hong Kong

- 24 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Shareholders of the Company or their proxies must present proof of their identities upon attending the EGM. Should a proxy be appointed, the proxy must also present copies of his/her proxy form, or copies of appointing instrument and power of attorney, if applicable.
Shareholders of the Company or proxies attending the EGM are responsible for their own transportation and accommodation expenses.

- 25 -

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

ZHEJIANG SHIBAO COMPANY LIMITED*

浙江世寶股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1057)

NOTICE IS HEREBY GIVEN that the 2020 First Class Meeting of holders of H Shares (the ''H Share Class Meeting'') of Zhejiang Shibao Company Limited* (the ''Company'') will be held at the conference room of the Company at 3rd Floor of Office Building No. 6, 17th Avenue, Hangzhou Economic and Technological Development Zone, Hangzhou, Zhejiang Province, China on Monday, 13 January 2020 at 3 : 00 p.m. (or immediately following the conclusion or adjournment of the 2020 First A Shareholders' Class Meeting which will be held at the same place and date) to consider and, if thought fit, pass the following resolutions.

1. To consider and, if thought fit, pass (with or without modification) the following resolution as special resolution:

''THAT:

Original Provisions of the Articles of	Amended Provisions of the Articles of
Association	Association
Article 12 The business scope of the	Article 12 The business scope of the
Company is subject to the items as	Company is subject to the items as
approved by the authority responsible	approved by the authority responsible
for the registration of companies.	for the registration of companies.
The principal scope of the Company:	The scope of business of the Company:
manufacture and sales of automotive	manufacture and sales of automotive
components, sales of metal materials,	components, sales of metal materials,
mechanical and electrical products as	mechanical and electrical products as
well as electronic products, sales of	well as electronic products. There is one
automobiles (restricted to branches to	branch: Place of business: No.2290
operate). (MP10)	Hehuanan	Street, Choujiang Avenue,
	Yiwu City, Zhejiang Province; Scope of
	business: manufacture and sales of
	automotive components, sales of metal
	materials,	mechanical	and	electrical
	products	as well	as	electronic

products. (Items subject to approval by laws shall not be carried out unless with the approval of relevant authorities) (MP10)

For identification purposes only

- 26 -

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

Original Provisions of the Articles of Association

In calculating the notice period, the date of meeting shall be excluded.

Amended Provisions of the Articles of Association

- 27 -

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

Original Provisions of the Articles of Association

An extraordinary general meeting shall not decide on matters which are not specified in the notice.

Amended Provisions of the Articles of Association

Article 75 An extraordinary general meeting shall not decide on matters which are not specified in the notice.

- 28 -

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

Original Provisions of the Articles of	Amended Provisions of the Articles of
Association	Association
Article 131 If the Company convenes a	Article 131 To convene the meeting of
meeting of class shareholders, it shall	class shareholders, the Company shall,
issue a written notice forty-five (45)	at least 20 clear business days prior to
days (excluding the date of issue of	the annual general meeting (excluding
notice and date of meeting) prior to the	the date of issue of notice and date of
meeting to all shareholders of such	meeting) or at least 15 clear business
class who are on the register of	days prior to the extraordinary general
shareholders, specifying the business	meeting (excluding the date of issue of
to be transacted and the date and	notice and date of meeting), give
place of the meeting. The shareholders	registered holders of shares of the
who intend to attend the meeting shall	class, written notice, specifying
serve on the Company written replies of	matters to be considered at the
their intention to attend twenty (20)	meeting and the date and place of the
days (excluding the date of issue of	meeting. The aforementioned business
notice and date of meeting) prior to the	day shall mean the date on which the
meeting. (MP83)	Hong Kong Stock Exchange opens for
	securities trading. (MP83)
If the number of shares vested with
voting rights at such meeting held by
those shareholders who intend to
attend such meeting shall reach more
than one-half (1/2) of the total number
of shares vested with the voting rights
at such meeting, the Company may
convene such meeting of class
shareholders; if this cannot be
attained, the Company shall further
notify the shareholders by way of
public notice within five (5) days
thereof specifying the business to be
transacted and the date and place of the
meeting. After giving notice by such
public notice, the Company may
convene the meeting of class
shareholders.

By order of the Board

Zhejiang Shibao Company Limited

Zhang Shi Quan

Chairman

Hangzhou, Zhejiang, the PRC

21 November 2019

- 29 -

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

Notes:

All resolutions at the meeting will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the Hong Kong Stock Exchange's and the Company's websites in accordance with the Listing Rules.
H Shareholders whose names appear on the Company's register of members maintained by Computershare Hong Kong Investor Services Limited after office hour on 13 December 2019 (Friday) are entitled to attend and vote at the H Share Class Meeting.
H Shareholders who intend to attend the H Share Class Meeting must complete and return the written replies for attending the H Share Class Meeting to the Company's Hong Kong office by facsimile or post no later than 23 December 2019 (Monday):
Address: Room 1204
C C Wu Building 302-308 Hennessy Road Wanchai
Hong Kong
Tel: (852) 3104 8118
Fax: (852) 3014 8119
Each shareholder of the Company who has the right to attend and vote at the H Share Class Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf. Where a shareholder of the Company has appointed more than one proxy to attend the H Share Class Meeting, such proxies may only vote on a poll or a ballot. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing. In the case that an appointer is a legal person, the power of attorney must be either under the common seal of the legal person or under the hand of its director or other person, duly authorized. If the instrument appointing a proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarially certified. The power of attorney or other documents of authorization and proxy forms must be delivered to the Company's Hong Kong office at Room 1204, C C Wu Building, 302-308 Hennessy Road, Wanchai, Hong Kong, no less than 24 hours before the time appointed for the holding of the H Share Class Meeting in order for such documents to be valid.
The Company's register of members will be closed from 14 December 2019 (Saturday) to 13 January 2020 (Monday) (both days inclusive), during which time no transfer of shares will be registered. Transferees of H Shares who wish to attend the H Share Class Meeting must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to Computershare Hong Kong Investor Services Limited by no later than 4 : 30 p.m. on 13 December 2019 (Friday) for completion of the registration of the relevant transfer in accordance with the articles of association of the Company. Computershare Hong Kong Investor Services Limited's address is as follows:
Shops 1712-1716
17th Floor, Hopewell Centre 183 Queen's Road East Wanchai
Hong Kong

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NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

Shareholders of the Company or their proxies must present proof of their identities upon attending the H Share Class Meeting. Should a proxy be appointed, the proxy must also present copies of his/ her proxy form, or copies of appointing instrument and power of attorney, if applicable.
Shareholders of the Company or proxies attending the H Share Class Meeting are responsible for their own transportation and accommodation expenses.

- 31 -

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Zhejiang Shibao Company Limited published this content on 20 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 November 2019 13:44:03 UTC

Market Closed - Hong Kong S.E. Other stock markets 04:08:07 2024-06-03 EDT			5-day change	1st Jan Change
2.21 ^HKD	+1.38%		+0.45%	+0.91%

05-20	Zhejiang Shibao Company Limited Proposes Cash Dividend for 2023	CI
04-25	Zhejiang Shibao Company Limited Reports Earnings Results for the First Quarter Ended March 31, 2024	CI

Zhejiang Shibao Company Limited Proposes Cash Dividend for 2023	05-20	CI
Zhejiang Shibao Company Limited Reports Earnings Results for the First Quarter Ended March 31, 2024	04-25	CI
Zhejiang Shibao’s Profit Soars 388% in 2023	04-19	MT
Zhejiang Shibao Nets 344 Million Yuan From Share Sale in Shenzhen	04-09	MT
Zhejiang Shibao Company Limited Announces Final Ordinary Dividend for the Year Ended 31 December 2023	03-28	CI
Zhejiang Shibao Company Limited Reports Earnings Results for the Full Year Ended December 31, 2023	03-28	CI
Zhejiang Shibao Company Limited announced that it has received CNY 349.999996 million in funding from a group of investors	03-18	CI
Zhejiang Shibao Company Limited Provides Earnings Guidance for the Period from 1 January to 31 December 2023	01-30	CI
Zhejiang Shibao to Return to Profit in 2023	01-29	MT
Zhejiang Shibao's Q3 Profit Surges 283.6%; Shares Up 3%	23-10-27	MT
Zhejiang Shibao Company Limited Reports Earnings Results for the Nine Months Ended September 30, 2023	23-10-26	CI
Zhejiang Shibao's H1 Attributable Profit Surges	23-08-20	MT
Zhejiang Shibao Company Limited Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-20	CI
Zhejiang Shibao Controlling Shareholder Pares Shareholding	23-07-13	MT
China Securities Approves Zhejiang Shibao's Share Issuance Scheme; Hong Kong Shares Rise 10%	23-07-09	MT
Zhejiang Shibao Proposes to Raise Up to 6.5 Billion Yuan from Rights Share Issue	23-05-24	MT
Zhejiang Shibao Swings to Profit in Q1; Shenzhen Shares Rise 5%	23-04-28	MT
Zhejiang Shibao Company Limited Reports Earnings Results for the First Quarter Ended March 31, 2023	23-04-27	CI
Zhejiang Shibao Company Limited Appoints Zhang Zhi Long as Independent Supervisor	23-03-31	CI
Zhejiang Shibao Company Limited Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-19	CI
Zhejiang Shibao Seeks Bourse Approval for Private Placement in Shenzhen	23-03-06	MT
Chinese Securities Regulator Accepts Zhejiang Shibao's Application for A Shares Issuance	23-02-05	MT
Zhejiang Shibao Gets Regulatory Red Light for Non-Public A Share Issuance	23-01-11	MT
China Rejects Zhejiang Shibao’s Planned 1.2 Billion Yuan Share Sale	23-01-11	MT
Zhejiang Shibao's Controlling Shareholder Lends More Than 7 Million Shares to China Securities Finance; Shares Slip 6%	22-11-25	MT

	1st Jan change	Capi.
ZHEJIANG SHIBAO COMPANY LIMITED	+0.91%	1.06B
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Zhejiang Shibao Company Limited

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