E162244A_Real Nutriceutical 1..3

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

REAL NUTRICEUTICAL GROUP LIMITED

年 國 際 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2010)

POLL RESULTS OF

THE ANNUAL GENERAL MEETING HELD ON 2 JUNE 2016

The Board is pleased to announce that all resolutions proposed at the AGM were duly passed by the Shareholders by way of poll at the AGM held on 2 June 2016.

Reference is made to the circular (the ''Circular'') and the notice (the ''Notice'') of annual general meeting (the ''AGM'') issued by Real Nutriceutical Group Limited (the ''Company'') on 29 April 2016. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Circular and the Notice.

POLL RESULTS OF THE AGM

The Board is pleased to announce that all resolutions as set out in the Notice were duly passed by the Shareholders by way of poll at the AGM held on 2 June 2016. Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong, acted as the scrutineer at the AGM. The results of the voting are as follows:

Ordinary Resolutions

Number of Shares (approximate % of votes cast)

For

Against

1.

To receive and consider the audited financial statements and the reports of the directors and the auditor of the Company for the year ended 31 December 2015.

578,108,680

(98.86%)

6,654,000

(1.14%)

2.

To approve the declaration of a final dividend for the year ended 31 December 2015 of 4.2 Hong Kong cents per share of HK$0.01 each in the capital of the Company.

584,762,680

(100.00%)

0

(0.00%)

Ordinary Resolutions

Number of Shares (approximate % of votes cast)

For

Against

3.1

To re-elect Mr. Zhang Yan as an executive director of the Company.

526,747,519

(90.08%)

58,015,161

(9.92%)

3.2

To re-elect Mr. Chan Kee Ming as an independent non- executive director of the Company.

527,764,519

(90.25%)

56,998,161

(9.75%)

3.3

To authorise the board of directors to fix the directors' remuneration for the year ending 31 December 2016.

583,794,680

(99.95%)

287,000

(0.05%)

4.

To re-appoint Elite Partners CPA Limited as the auditor of the Company and to authorise the board of directors to fix their remuneration.

516,966,882

(88.41%)

67,795,798

(11.59%)

5.

To give a general mandate to the directors of the Company to allot, issue and deal with additional shares of the Company not exceeding 20% of the total nominal amount of the issued share capital of the Company as at the date of passing this resolution.

355,560,339

(60.81%)

229,182,341

(39.19%)

6.

To give a general mandate to the directors of the Company to purchase the Company's shares not exceeding 10% of the total nominal amount of the issued share capital of the Company as at the date of passing this resolution.

583,531,680

(99.91%)

530,000

(0.09%)

7.

To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company by the number of shares repurchased by the Company.

356,593,339

(60.98%)

228,169,341

(39.02%)

8.

To refresh the scheme mandate limited under the Share Option Scheme of the Company.

357,183,339

(61.08%)

227,579,341

(38.92%)

9.

To increase the authorised share capital of the Company from HK$20,000,000 divided into 2,000,000,000 Shares of HK$0.01 each to HK$100,000,000 divided into 10,000,000,000 Shares of HK$0.01 each by the creation of an additional 8,000,000,000 new Shares.

353,743,339

(60.55%)

230,519,341

(39.45%)

As more than 50% of the votes were casted in favour of the above resolutions, the resolutions were duly passed as ordinary resolutions.

As at the date of the AGM, the total number of issued Shares of the Company was 1,591,978,666. To the best of the Directors' knowledge, information and belief after making all reasonable enquiries, there was no Share entitling the Shareholder to attend but was

required to abstain from voting in favour of any of the resolutions proposed at the AGM and no shareholder was required to abstain from voting on any of the resolutions at the AGM. As such, the total number of Shares entitling the holders to attend and vote for or against all the resolutions proposed at the AGM was 1,591,978,666 Shares.

By Order of the Board

Real Nutriceutical Group Limited Wang Fucai

Chairman

Hong Kong, 2 June 2016

As at the date of this announcement, the Chairman and executive Director is Mr. Wang Fucai, the other executive Directors are Mr. Yu Yan, Mr. Li Lin, Mr. Yi Lin, Mr. Zhang Yan and Ms. Au-yeung Kam Ling Celeste; the independent non-executive Directors are Dr. Wong Lung Tak Patrick, BBS., J.P., Dr. Fong Chi Wah, Mr. Xu Hua Feng and Mr. Chan Kee Ming.

Real Nutriceutical Group Limited published this content on 02 June 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 02 June 2016 09:56:04 UTC.

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