Zhejiang Shibao : NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (''Hong Kong Stock Exchange'') take no responsibility for the contents of this notice, 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 notice.

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 OF CLASS MEETING OF HOLDERS OF H SHARES

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:

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

• For identification purposes only

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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)

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Original Provisions of the Articles of	Amended Provisions of the Articles of
Association	Association
Article 73 If the Company convenes a	Article 73 To convene an annual general
general meeting, it shall issue a written	meeting of the Company, the Company
notice forty-five (45) days (excluding the	shall notify all shareholders by way of
date of issue of notice and date of	announcement at least 20 clear business
meeting) prior to the meeting to all	days prior to the meeting and shall also
shareholders who are on the register of	notify the shareholders for H Shares in
shareholders, specifying the matters to be	writing; in the case of an extraordinary
considered at the meeting and the date	general meeting, the Company shall
and place of the meeting. The	notify all shareholders by way of
shareholders who intend to attend the	announcement at least 15 clear business
meeting shall serve on the Company	days prior to the meeting and shall also
written replies of their intention to	notify the shareholders for H Shares in
attend twenty (20) days (excluding the	writing. When the Company convenes a
date of issue of notice and date of	meeting of class shareholders, the period
meeting) prior to the meeting. (MP53)	of notice and the notification method
	shall be as specified in Article 131 of the
In calculating the notice period, the date	Articles of Association.
of meeting shall be excluded.
	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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Original Provisions of the Articles	of	Amended Provisions of the Articles of
Association			Association
Article 75 The Company shall, based	Article 75 An extraordinary general
on the written replies received by	the	meeting shall not decide on matters
Company twenty (20) days (exclusive of	which are not specified in the notice.
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.

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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, at
issue a written notice forty-five (45) days	least 20 clear business days prior to the
(excluding the date of issue of notice and	annual general meeting (excluding the
date of meeting) prior to the meeting to	date of issue of notice and date of
all shareholders of such class who are on	meeting) or at least 15 clear business
the register of shareholders, specifying	days prior to the extraordinary general
the business to be transacted and the	meeting (excluding the date of issue of
date and place of the meeting. The	notice and date of meeting), give
shareholders who intend to attend the	registered holders of shares of the class,
meeting shall serve on the Company	written notice, specifying matters to be
written replies of their intention to	considered at the meeting and the date
attend twenty (20) days (excluding the	and place of the meeting. The
date of issue of notice and date of	aforementioned business day shall mean
meeting) prior to the meeting. (MP83)	the date on which the Hong Kong Stock
	Exchange opens for securities trading.
If the number of shares vested with	(MP83)
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.

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.

By order of the Board

Zhejiang Shibao Company Limited

Zhang Shi Quan

Chairman

Hangzhou, Zhejiang, the PRC

21 November 2019

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Notes:

1. 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.
2. 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.
3. 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: [phone]
   Fax: [phone]
4. 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.
5. 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

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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

1. 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.
2. Shareholders of the Company or proxies attending the H Share Class Meeting are responsible for their own transportation and accommodation expenses.

As at the date of this notice, the board of directors of the Company comprises Mr. Zhang Bao Yi, Mr. Tang Hao Han, Ms. Zhang Lan Jun and Ms. Liu Xiao Ping as executive directors; Mr. Zhang Shi Quan and Mr. Zhang Shi Zhong as non-executive directors; and Mr. Lin Yi, Mr. Guo Kong Hui and Mr. Shum Shing Kei as independent non-executive directors.

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