Kingwell : POLL RESULT AT EXTRAORDINARY GENERAL MEETING MAJOR TRANSACTION AND RE-ELECTION OF DIRECTOR

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KINGWELL GROUP LIMITED

京 維 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1195)

POLL RESULT AT EXTRAORDINARY GENERAL MEETING

MAJOR TRANSACTION

AND RE-ELECTION OF DIRECTOR

The Board is pleased to announce that the ordinary resolutions set out in the notice of EGM dated 18 September 2019 was duly passed by way of poll at the EGM held on 10 October 2019.

Reference is made to the Company's circular dated 18 September 2019 (the "Circular"). Terms used in this announcement shall have the same meanings as defined in the Circular, unless the context otherwise requires.

RESULT OF THE EGM

The Board is pleased to announce that the ordinary resolutions set out in the notice of the EGM dated 18 September 2019 was duly passed by way of poll at the EGM held on 10 October 2019.

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The voting result of the EGM is as follows (details of the ordinary resolutions are set out in the Circular):

		Ordinary resolutions	No. of votes (%)	Total Number
		For	Against	of Votes Cast
1.	(a)	The Sale and Purchase Agreement, pursuant to	1,028,413,700	0	1,028,413,700
		which the Company conditionally agreed to sell	100%	0%
		and the Purchaser conditionally agreed to acquire
		the Sale Shares, being the 35% equity interests
		in the Target Company, at the Consideration of
		RMB53.0 million (equivalent to approximately
		HK$60.4 million); and
	(b)	The directors of the Company be and is/are
		hereby authorised to do all such acts and things,
		to sign and execute all such documents, deeds,
		acts, matters and things, as the case may be in
		their discretion consider necessary, desirable or
		expedient to carry out and implement the Sale
		and Purchase Agreement and all the transactions
		contemplated thereunder into full effect.
2.	To re-elect Mr. Lu Lin as an independent non-executive	1,028,413,699	0	1,028,413,699
	director of the Company.	100%	0%

As at the date of the EGM, the total number of issued Shares of the Company was 2,884,091,737 Shares, which was the total number of shares in the Company entitled the holders to attend and vote for or against the resolutions at the EGM. There were no restrictions on any shareholders of the Company casting votes in the resolutions at the EGM and there was no share of the Company entitling the holders to attend and vote only against the resolutions at the EGM. There was no Shares entitling the Shareholders to attend and abstain from voting in favour of any of the resolutions at the EGM as set out in Rule 13.40 of the Listing Rules. No Shareholders was required to abstain from voting in respect of any resolutions proposed at the EGM.

Shareholders of the Company representing 2,880,631,073 shares of the Company were present, in person or by proxy or corporate representative, at the EGM.

The Company's Hong Kong branch share registrar, Hong Kong Registrars Limited, was appointed as the scrutineer for the purpose of vote-taking at the EGM.

By Order of the Board

KINGWELL GROUP LIMITED

Mu Dongsheng

Chairman

Hong Kong, 10 October 2019

As at the date of this announcement, the Board comprises Mr. Mu Dongsheng and Mr. Sze Ming Yee as executive Directors, and Mr. Cheung Chuen, Mr. Ling Aiwen and Mr. Lu Lin as independent non- executive Directors.

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