China Aoyuan : POLL RESULTS OF THE ANNUAL GENERAL MEETI...

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3883)

POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD

ON 29 MAY 2019

At the annual general meeting (the "AGM") of China Aoyuan Group Limited (the "Company") held on 29 May 2019, all the proposed resolutions as set out in the notice of the AGM dated 18 April 2019 were duly passed by way of poll. The poll results are as follows:

			Number of Votes (Approx.%)
		Ordinary Resolutions
		For	Against
1.	To consider and adopt the audited consolidated financial	1,761,028,890	879,716
	statements, the report of the directors and independent	(99.95%)	(0.05%)
	auditor's report for the year ended 31 December 2018.
2.	To declare a final dividend of RMB36 cents (equivalent	1,763,403,390	44,716
	ot HK42 cents) per share for the year ended 31 December	(99.99%)	(0.01%)
	2018.
3.	(a)	To re-elect Mr. Guo Zi Ning as executive director.	1,754,370,477	9,076,471
			(99.49%)	(0.51%)
	(b)	To re-elect Mr. Tsui King Fai as independent non-	1,703,484,076	59,962,872
		executive director.	(96.60%)	(3.40%)
	(c)	To re-elect Mr. Hu Jiang as independent non-	1,759,326,290	4,120,658
		executive director.	(99.77%)	(0.23%)

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			Number of Votes (Approx.%)
		Ordinary Resolutions
		For	Against
	(d)	To re-elect Mr. Chan Ka Yeung Jacky as executive	1,753,131,034	10,314,914
		director.	(99.42%)	(0.58%)
	(e)	To authorize the board of directors to fix the	1,763,390,232	57,874
		respective directors' remuneration.	(99.99%)	(0.01%)
4.	To re-appoint Messrs. Deloitte Touche Tohmatsu as	1,753,042,657	10,404,449
	auditors and to authorize the board of directors to fix	(99.41%)	(0.59%)
	their remuneration.
5.	To give a general mandate to the directors to buy back	1,763,401,232	46,874
	shares of the Company not exceeding 10% of the total	(99.99%)	(0.01%)
	number of issued shares of the Company as at the date of
	this resolution.
6.	To give a general mandate to the directors to issue, allot	1,544,029,365	219,416,741
	and deal additional shares of the Company not exceeding	(87.56%)	12.44%
	20% of the total number of issued shares of the Company
	as at the date of this resolution.
7.	To extend the general mandate granted to the directors	1,546,830,179	216,617,927
	to issue, allot and deal with additional shares of the	(87.72%)	(12.28%)
	Company by the aggregate number of the shares bought
	back by the Company.
8.	To approve the Share Option Scheme of Aoyuan Healthy	1,555,762,066	207,685,040
	Life Group Company Limited (as defined in the circular	(88.22%)	(11.78%)
	of the Company dated 18 April 2019).

As a majority of the votes were cast in favour of each of the resolutions numbered 1 to 8, all resolutions were duly passed as ordinary resolutions.

As at the date of the AGM, the issued shares capital of the Company was 2,677,883,354 ordinary shares of HK$0.01 each (the "Shares"), being the total number of Shares entitling the holders thereof (the "Shareholders") to attend and vote on the resolutions proposed at the AGM. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of the resolutions at the AGM as set out in rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

There were no Shareholders that are required under the Listing Rules to abstain from voting on the resolutions at the AGM. None of the Shareholders has stated their intention in the Company's circular dated 18 April 2019 to vote against or to abstain from voting on any of the resolutions at the AGM.

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The Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the poll at the AGM.

By Order of the Board

China Aoyuan Group Limited

Guo Zi Wen

Chairman

Hong Kong, 29 May 2019

As at the date of this announcement, the executive directors of the Company are Mr. Guo Zi Wen, Mr. Guo Zi Ning, Mr. Ma Jun and Mr. Chan Ka Yeung Jacky; and the independent non-executive directors of the Company are Mr. Tsui King Fai, Mr. Cheung Kwok Keung and Mr. Hu Jiang.

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