Hong Kong Exchanges and Clearing : Poll Results of the 2017 Annual General Meeting and Changes in Directorate

Pursuant to Chapter 38 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Securities and Futures Commission regulates Hong Kong Exchanges and Clearing Limited in relation to the listing of its shares on The Stock Exchange of Hong Kong Limited. The Securities and Futures Commission takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

At the Annual General Meeting of Hong Kong Exchanges and Clearing Limited ("HKEX") held on 26 April 2017 ("AGM"), a poll was demanded by the Chairman for voting on all proposed resolutions as set out in the notice of AGM dated 22 March 2017 ("AGM Notice").

As at the date of the AGM, a total of 1,224,322,572 shares of HKEX were in issue and the holders of which ("Shareholders") were entitled to attend and vote at the AGM. There were no restrictions on any Shareholders to cast votes on any of the proposed resolutions at the AGM. However, to demonstrate a good corporate governance practice, all Non-executive Directors who are Shareholders had abstained from voting at the AGM on Resolution 7 which is about remunerating the Non-executive Directors who serve on the Project Oversight Committee of HKEX.

The poll results are set out below.

Note: The full text of Resolutions 5, 6 and 7 are set out in the AGM Notice.

The poll results were subject to scrutiny by BDO Limited, Certified Public Accountants, whose work was limited to certain procedures requested by HKEX to agree the poll results summary prepared and provided by the registrar of HKEX, Hong Kong Registrars Limited ("HKRL"), to the poll details collected and provided to BDO Limited by HKRL. The work performed by BDO Limited in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.

Mr John Harrison, Dr Bill Kwok and Mr Vincent Lee retired from the Board of Directors of HKEX ("Board") after the conclusion of the AGM. Mr Cheah Cheng Hye and Mr Hugo Leung were elected as Directors at the AGM for a term of not more than approximately three years from the conclusion of the AGM until the conclusion of the annual general meeting of HKEX to be held in 2020. As announced on 10 March 2017, the appointment of Mr Stephen Yiu as a Director by the Hong Kong Government took effect after the conclusion of the AGM and his term of office shall be approximately two years until the end of the annual general meeting of HKEX to be held in 2019.

The newly elected/appointed Directors' biographical information is set out below.

The following particulars relating to Mr Cheah are disclosed pursuant to Rule 13.51(2)(h) and (n)(iii)

& (iv) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"):

1. in October 2000, Value Partners Limited ("VPL") and Mr Cheah (one of VPL's dealing directors and investment adviser directors) were publicly reprimanded by the Securities and Futures Commission ("SFC") for placing a number of buy orders in December 1998 which resulted in the market price of certain stocks closing higher than they might otherwise have done. The SFC found that, although unintentional, Mr Cheah should have known that trading in this manner had the potential to affect the closing prices of the stocks and could therefore have been prejudicial to the integrity of the market. A number of inadequacies in VPL's internal procedures and breaches of various regulatory requirements were also found as a result of a lack of staff training and inadequate knowledge of regulatory requirements. Since then, Mr Cheah has not been personally subject to any other disciplinary action nor are there any outstanding cases against him to be determined (For details, please refer to the SFC's enforcement news issued on 5 October 2000. (http://www.sfc.hk/edistributionWeb/gateway/EN/news-and- announcements/news/enforcement-news/doc?refNo=00PR127));

2. in April 2004, VPL was fined a total of HK$16,000 and ordered to pay investigation costs following an SFC investigation into funds managed by VPL for failing to make disclosure of interest filings as required under the then Securities (Disclosure of Interests) Ordinance in April 2002 (For details, please refer to the SFC's enforcement news issued on 7 April 2004.

   (http://www.sfc.hk/edistributionWeb/gateway/EN/news-and-announcements/news/enforcement- news/doc?refNo=04PR69)); and

3. in January 2017, VPL and Value Partners Hong Kong Limited ("VPHKL") were publicly reprimanded and each fined HK$2 million by the SFC in connection with the issuance of shares by two funds managed by each of VPL and VPHKL in excess of their respective authorised share capital. The SFC noted that there were no apparent investor losses as a result of this incident (For details, please refer to the SFC's enforcement news issued on 25 January 2017. (http://www.sfc.hk/edistributionWeb/gateway/EN/news-and-announcements/news/enforcement- news/doc?refNo=17PR13)).

Although Mr Cheah was a director of VPL and VPHKL at the relevant time, he was not personally subject to any disciplinary action or public reprimand from the SFC or any other competent authority in respect of the matters set out in paragraphs (b) and (c) above. Since the occurrence of the above matters, Value Partners Group has taken a number of remedial steps in relation to its internal controls.

Mr Leung was a director of a company now known as BNP Paribas Securities (Asia) Limited ("BPSAL") during the period from January 2001 to June 2012. In November 2012, Mr Leung was re-appointed as a director of BPSAL, and has held this position since then.

The following particulars relating to Mr Leung are disclosed pursuant to Rule 13.51(2)(n)(iv) of the Listing Rules:

1. in November 2004, BNP Paribas Peregrine Securities Limited (renamed as BPSAL in 2006) was reprimanded and fined HK$375,000 by the SFC for breaching the Securities and Futures (Financial Resources) Rules for failure relating to the liquid capital requirements (For details, please refer to the SFC's enforcement news issued on 10 November 2004. (http://www.sfc.hk/edistributionWeb/gateway/EN/news-and-announcements/news/enforcement- news/doc?refNo=04PR210));

2. in June 2015, BPSAL was reprimanded and fined HK$11 million by the SFC for failure relating to the reporting of its direct business transactions (cross trades) to the Stock Exchange from December 2002 to January 2013 (For details, please refer to the SFC's enforcement news issued on 1 June 2015. (http://www.sfc.hk/edistributionWeb/gateway/EN/news-and- announcements/news/enforcement-news/doc?refNo=15PR57)); and

3. in August 2015, BPSAL was fined HK$15 million by the SFC for failure in relation to its dark liquidity pool trading services during the period from 2009 to 2011, and the reporting was only made to the SFC in January 2013 in breach of the relevant obligations (For details, please refer to the SFC's enforcement news issued on 3 August 2015. (http://www.sfc.hk/edistributionWeb/gateway/EN/news-and-announcements/news/enforcement- news/doc?refNo=15PR82)).

Mr Leung was not personally subject to any investigation process or disciplinary action from the SFC or any other competent authority in respect of these matters.

* Currently listed on the Stock Exchange

Each of Mr Cheah, Mr Leung and Mr Yiu has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules.