China Green : Announcements and Notices - Poll Results of Special General Meeting Held on 25 July 2016

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CHINA GREEN (HOLDINGS) LIMITED

中國綠色食品（ 控股） 有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 904)

POLL RESULTS OF SPECIAL GENERAL MEETING HELD ON 25 JULY 2016

The Board is pleased to announce that all resolutions proposed at the SGM held on 25 July 2016 were duly passed by the Shareholders as ordinary resolutions by way of poll.

Reference is made to the circular ("Circular") of China Green (Holdings) Limited ("Company") dated 8 July 2016 in respect of the Placing and the Notes Issue for restructuring of the Loan incorporating the notice ("Notice") of special general meeting of the Company ("SGM") held on 25 July 2016. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that all resolutions proposed at the SGM, as set out in the Notice, were duly passed by the Shareholders as ordinary resolutions by way of poll.

Computershare Hong Kong Investor Services Limited, the Company's branch share registrar in Hong Kong, was appointed as the scrutineer for the purpose of vote-taking at the SGM.

The poll results of the SGM are as follow:

Ordinary Resolutions*		Number of Shares Voted (approximate %)
		For	Against
1.	To approve the Placing Agreement (as defined in the Circular) and all the transactions contemplated thereunder; the issue of the Placing Shares (as defined in the Circular) pursuant thereto; and to authorise any one Director or a committee thereof to allot and issue the Placing Shares and to sign, execute, perfect, deliver and do all such acts and things and execute all documents such Director in his/her discretion may consider desirable or expedient to give effect to the Placing Agreement and the transactions contemplated thereunder and to agree to such variation, amendment or waiver to the Placing Agreement provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Placing Agreement.	388,616,289 (95.58%)	17,960,195 (4.42%)
2.	To approve the Supplemental Deed (as defined in the Circular) and all the transactions contemplated thereunder; the creation and issue of the Notes (as defined in the Circular) pursuant thereto and the allotment and issue of the Conversion Shares (as defined in the Circular), credited as fully paid, upon exercise of the conversion rights attached to the Notes; and to authorise the Directors or a committee thereof to sign, execute, perfect, deliver and do all such acts and things and execute all such documents as they may in their discretion consider desirable or expedient to give effect to the Supplemental Deed as well as in relation to the creation and issue of the Notes and the transactions contemplated thereunder and to agree to such variation, amendment or waiver to the Supplemental Deed provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Supplemental Deed.	368,579,489 (95.35%)	17,960,795 (4.65%)

* Full text of the resolutions was set out in the Notice.

As a majority of the votes were cast in favour of each of the above resolutions, all resolutions proposed at the SGM were duly passed as ordinary resolutions.

As at the date of the SGM, the total number of issued Shares was 1,192,285,077 Shares, which was the total number of Shares entitling the Shareholders to attend and vote on the resolutions proposed at the SGM. No Shareholders were required under the Listing Rules to abstain from voting or have indicated in the Circular that they intended to vote against or to abstain from voting on any of the resolutions proposed at the SGM. There were no Shares entitling the Shareholders to attend and vote only against the resolutions proposed at the SGM.

By Order of the Board

China Green (Holdings) Limited Sun Shao Feng

Chairman

Hong Kong, 25 July 2016

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Sun Shao Feng (Chairman and Chief Executive Officer) and Mr. Chen Changgai; and four independent non-executive Directors, namely Mr. Wei Xiongwen, Mr. Hu Ji Rong, Mr. Zeng Shaoxiao and Ms. Yu Xiao Min.