China Hongkong Photo Products : POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 14 AUGUST 2020 AND RE-DESIGNATION OF DIRECTOR

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POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON 14 AUGUST 2020

AND

RE-DESIGNATION OF DIRECTOR

RESULTS OF THE ANNUAL GENERAL MEETING

At the annual general meeting (the "AGM") of China-Hongkong Photo Products Holdings Limited (the "Company") held on 14 August 2020, all the proposed resolutions as set out in the notice of the AGM dated 16 July 2020 were taken by poll. The poll results are as follows:

	Ordinary Resolutions	Number of Votes (%)
	For	Against
1.	To receive the audited consolidated financial	712,300,359	0
	statements of the Company and the reports of the	(100%)	(0%)
	Directors and auditors for the year ended 31 March
	2020.
2(a).	To re-elect Mr. Sun Tao Hsi Ryan as Executive	712,300,359	0
	Director.	(100%)	(0%)
2(b).	To re-elect Mr. Fung Yue Chun Stephen as Non-	712,300,359	0
	executive Director.	(100%)	(0%)
2(c).	To re-elect Mr. Li Ka Fai David as Independent Non-	712,300,359	0
	executive Director.	(100%)	(0%)
2(d).	To authorize the Board of Directors to appoint	712,300,359	0
	additional Directors not exceeding twenty.	(100%)	(0%)
2(e).	To authorize the Board of Directors to fix the	712,300,359	0
	respective Directors' remuneration.	(100%)	(0%)
3.	To re-appoint PricewaterhouseCoopers as auditors and	712,300,359	0
	to authorize the Board of Directors to fix their	(100%)	(0%)
	remuneration.
4.	To give a general mandate to the Directors to	712,300,359	0
	repurchase shares of the Company not exceeding 10%	(100%)	(0%)
	of the total number of issued shares of the Company as
	at the date of passing of this resolution.
5.	To give a general mandate to the Directors to issue,	712,300,359	0
	allot and deal with additional shares of the Company	(100%)	(0%)
	not exceeding 20% of the total number of issued
	shares of the Company as at the date of passing of this
	resolution.
6.	To extend the general mandate granted to the	712,300,359	0
	Directors to issue, allot and deal with additional shares	(100%)	(0%)
	in the capital of the Company by the aggregate number
	of the shares repurchased by the Company.

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Notes:

1. As a majority of the votes were cast in favour of each of the resolutions numbered 1 to 6, all resolutions were duly passed as ordinary resolutions.
2. As at the date of the AGM, the total number of shares of the Company in issue was 1,185,318,349 shares.
3. The total number of shares of the Company entitling the holder to attend and vote on the resolutions at the AGM was 1,185,318,349 shares.
4. There were no shares entitling the holder 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").
5. No shareholder of the Company was required under the Listing Rules to abstain from voting on the resolutions at the AGM.
6. None of the shareholders of the Company have stated their intention in the Company's circular dated 16 July 2020 to vote against or to abstain from voting on any of the resolutions at the AGM.
7. The Company's branch share registrar in Hong Kong, Tricor Tengis Limited, acted as the scrutineer for the vote-taking at the AGM.

RE-DESIGNATION OF DIRECTOR

The Board announces that Dr. Sun Tai Lun Dennis ("Dr. Sun") has been re-designated from an Executive Director to a Non-executive Director with effect from the conclusion of the AGM on 14 August 2020, upon which he will continue to act as the Chairman of the Board and members of the nomination committee and remuneration committee.

Dr. Sun, BBS, JP, aged 69, was appointed as an Executive Director of the Company on 6 July 1994 and was then appointed as the Chairman of the Company on 31 March 1996. He is responsible for the overall management and strategic business development of the Group. He joined the management team of the Group in 1976 and has over 40 years of experience in the photographic products industry. Dr. Sun is currently a member of the nomination committee and a member of the remuneration committee of the Company.

Dr. Sun is the Honorary Chairman of the Hong Kong Photo Marketing Association, Life Honorary Advisor of the Photographic Society of Hong Kong, and Vice Patron of The Community Chest of Hong Kong.

Dr. Sun is the Honorary President of The Hong Kong Management Association. He is also an independent non-executive director of Hanison Construction Holdings Limited (Stock Code: 896), a company listed on The Stock Exchange of Hong Kong Limited. Dr. Sun was awarded the Bronze Bauhinia Star in 1999 and appointed Justice of the Peace in 2002.

Dr. Sun holds a Doctor of Pharmacy in the University of Oklahoma, USA and a Doctorate degree in Philosophy in Business Administration from Southern California University for Professional Studies, USA. He is the Honorary Fellow of the City University of Hong Kong and Chapter Honoree of the City University of Hong Kong Chapter of Beta Gamma Sigma. He is the son of Mr. Sun Chieh Yeh, former Honorary Chairman and founder of the Company. Dr. Sun is the father of Mr. Sun Tao Hung Stanley, an Executive Director and the Deputy Chairman of the Company and Chief Executive Officer of the Group, and Mr. Sun Tao Hsi Ryan, an Executive Director of the Company and Chief Operating Officer of the Group.

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Dr. Sun has entered into an appointment letter with the Company for a term of three years and is subject to the termination by either party upon giving three months' notice to the other party. Dr. Sun is also subject to the retirement by rotation and re-election provisions in accordance with the Bye-laws of the Company. Dr. Sun is entitled to receive a director's fee of HK$150,000 per annum which is determined by the Board with reference to his experience, duties and responsibilities with the Company, and is subject to review by the Board from time to time.

Dr. Sun is deemed to have the following interest (within the meaning of Part XV of the Securities and Futures Ordinance, (Chapter 571 of the Laws of Hong Kong) ("SFO")) in shares/underlying shares of the Company and its associated corporations:

1. Dr. Sun is deemed to be interested in a total of 11,242,000 shares in the Company directly held by Dago Corporation, which is a company incorporated in the British Virgin Islands and is owned by Tricor Equity Trustee Limited in its capacity as the trustee of The Dennis Family Trust, a discretionary trust established for the benefit of Dr. Sun and his family members. Tricor Equity Trustee Limited was appointed as the new trustee in place of Trident Trust Company (B.V.I.) Limited with effect from 1 January 2020. Dago Corporation also holds 25% of the issued share capital of Searich Group Limited.
2. Dr. Sun is deemed to be interested in 700,034,214 shares in the Company held by Fine Products Limited by virtue of him being the founder of The Sun Family Trust which holds the entire issued share capital of Fine Products Limited. 75% of the issued share capital of Searich Group Limited is held by Fine Products Limited. Details of the interest of Fine Products Limited and Searich Group Limited in the Company can be found in the section
   "Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares" in our 2019/20 Annual Report.
3. Dr. Sun is deemed to be interested in 220,000 shares of the Company through the interests of his spouse, Ms. Tang Sau Ying Betty who inherited the said Shares from her mother's legacy in 2014.

Save as disclosed above, as at the date of this announcement, Dr. Sun has not held (i) any other major appointments and professional qualifications; or (ii) any other positions with the Company or other members of the Group; or (iii) any directorships in other listed public companies in the last three years.

Save as disclosed above, as at the date of this announcement, Dr. Sun does not have (i) any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company; and (ii) any interests in the securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, the Board is not aware of any matters or information relating to the redesignation of Dr. Sun that are required to be disclosed in accordance with Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter relating to his re-designation that needs to be brought to the attention of The Stock Exchange of Hong Kong Limited or the shareholders of the Company.

By Order of the Board

China-Hongkong Photo Products Holdings Limited

SUN Tai Lun, Dennis

Chairman

Hong Kong, 14 August 2020

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As at the date of this announcement, the directors of the Company are:

Executive Directors:

Mr. SUN Tao Hung, Stanley (Deputy Chairman and Chief Executive Officer) Mr. SUN Tao Hsi, Ryan

Ms. CHAN Wai Kwan, Rita

Non-executive Directors:

Dr. SUN Tai Lun, Dennis (Chairman)

Mr. FUNG Yue Chun, Stephen

Independent Non-executive Directors:

Mr. LI Ka Fai, David

Mr. LIU Hui, Allan

Dr. WONG Chi Yun, Allan

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