Shenguan : Announcements and Notices - Poll Results of the Annual General Meeting and Re-election of Retiring Directors

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.

(Incorporated in the Cayman Islands with limited liability)

Reference is made to the notice of annual general meeting (the "AGM") dated 16 April 2015 (the "AGM Notice") of Shenguan Holdings (Group) Limited (the "Company"). Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the circular of the Company dated 16 April 2015.

The Board announces that, at the AGM held at Jade Room, 6th Floor, Macro Polo Hongkong Hotel, 3 Canton Road, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on 18 May 2015 at 11:00 a.m., poll voting was adopted for all of the resolutions as set out in the AGM Notice (the "Resolutions").
The Board is pleased to announce that the Resolutions were duly passed by the shareholders of the Company (the "Shareholders") by poll voting at the AGM. The poll results for the Resolutions are as follows:

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The description of the Resolutions above is by way of summary only. The full text appears in the AGM Notice.
As more than 50% of the votes were cast in favour of the Resolutions, the Resolutions were duly passed as ordinary resolutions of the Company.
Tricor Investor Services Limited, the branch share register of the Company in Hong Kong, was appointed as the scrutineer for the poll voting at the AGM.

Notes:

The total number of shares of the Company in issue as at the date of the AGM: 3,290,346,000 shares of HK$0.01 each. No Shareholder was required to abstain from voting on the Resolutions at the AGM.

The total number of shares of the Company entitling the holders to attend and vote only against the Resolutions at the AGM: Nil.

The total number of shares of the Company entitling the holders to attend and to vote for or against the

Resolutions at the AGM: 3,290,346,000 shares.

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At the AGM, the re-election of Mr. Tsui Yung Kwok as an independent non-executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Mr. Tsui Yung Kwok (ft-��.7'1:), aged 46, Mr. Tsui was awarded a bachelor degree in Business (Accounting) by Curtin University of Technology, Australia in August 1992 and a master degree in Corporate Governance by The Hong Kong Polytechnic University in December 2007. Mr. Tsui has nearly 21 years of experience in accounting and finance. He held a senior position in an international accounting firm in Hong Kong from 1994 to
2003 and was the Chief Financial Officer of Qin Jia Yuan Media Services Company Limited
(Stock Code: 02366), the shares of which are listed on the Stock Exchange, from 2003-
2004. Mr. Tsui has been the Chief Financial Officer and the Company Secretary of Ju Teng International Holdings Limited (Stock Code: 03336), the shares of which are listed on the Stock Exchange, since 2004. Mr. Tsui became an executive director of Ju Teng International Holdings Limited in June 2005. Mr. Tsui has also served as an independent non-executive director of SITC International Holdings Company Limited (Stock Code: 01308), 361 Degrees International Limited (Hong Kong Stock Code: 01361) and Cabbeen Fashion Limited (Stock Code: 02030) since September 2010, September 2012 and February 2013, respectively, the shares of which are all listed on the Stock Exchange. Mr. Tsui is a member of the Institute of Chartered Accountants in Australia, CPA Australia, the Hong Kong Institute of Certified Public Accountants and the Hong Kong Institute of Chartered Secretaries. He was appointed as a Director on 19 September 2009.
Save as disclosed above, Mr. Tsui does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Mr. Tsui does not have any relationship with other Directors, senior management of the Company, substantial or controlling Shareholders and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.
Mr. Tsui has entered into a director's service agreement with the Company for a term of two years commencing on 13 October 2013, which may be terminated by giving the other party not less than three months' prior notice in writing. Mr. Tsui is entitled to receive an annual remuneration of HK$220,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group.
Save as disclosed above, there are no other matters relating to the re-election of Mr. Tsui that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.
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At the AGM, the re-election of Mr. Meng Qinguo as an independent non-executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Mr. Meng Qinguo (�iJJ�.7'1:), aged 57, Mr. Meng was awarded a Master degree and a Doctorate degree in Law by Wuhan University (li!!:k ) in July 1985 and July 2001, respectively. He had been a Senior Visiting Scholar at the University of California, Berkeley, member of the Supervisory Division of Higher Education Institutions Legal Education of Ministry of Education of China ( ), director of China Law Society (�� ), the Vice-Chairperson of the Consumer Protection Law Research Centre of China Law Society (�� �J:�i:fu�M Jf� ), standing director of China Civil Law Society (�� i% ), and the Vice-Chairperson of Guangxi Law Society (jj). Mr. Meng is currently a tutor to Ph.D students in civil and commercial law at Wuhan University (li!!:k ) and has received special allowances granted by the State Council.
As at the date of this announcement, Mr. Meng was an independent director of Guangxi
Wuzhou Communication Co., Ltd. (jj) (Shanghai Stock Code:
600368) until February 2012, and he had been appointed as special legal consultant since
March 2012, the shares of which are listed on the Shanghai Stock Exchange, and an independent director of Sealand Securities Co., Ltd. (�#ijM���tf0i:l) (Shenzhen Stock Code: 000750) until December 2014, and he had been appointed as special legal consultant since January 2015, the shares of which are listed on the Shenzhen Stock Exchange. Mr. Meng was appointed as a Director on 19 September 2009.
Save as disclosed above, Mr. Meng does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Mr. Meng does not have any relationship with other Directors, senior management of the Company, substantial or controlling Shareholders and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.
Mr. Meng has entered into a director's service agreement with the Company for a term of two years commencing on 13 October 2013, which may be terminated by giving the other party not less than three months' prior notice in writing. Mr. Meng is entitled to receive an annual remuneration of HK$220,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group.
Save as disclosed above, there are no other matters relating to the re-election of Mr. Meng that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.
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At the AGM, the re-election of Mr. Yang Xiaohu as an independent non-executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Mr. Yang Xiaohu (�Jm.7'1:), aged 40, graduated from Peking University, majoring in Economics and minoring in Law in July 1997. Mr. Yang has nearly 16 years of experience in the financial industry. He joined Everbright Securities Company Limited (:l':kM��

�0i:l), focusing on investment banking in 1998 and is currently the General Manager of the Investment Banking Division of the Shenzhen Second Branch of Everbright Securities Company Limited (:l':kM���0i:l). He was appointed as a Director on 19 September

2009.
Save as disclosed above, Mr. Yang does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Mr. Yang has entered into a director's service agreement with the Company for a term of two years commencing on 13 October 2013, which may be terminated by giving the other party not less than three months' prior notice in writing. Mr. Yang is entitled to receive an annual remuneration of HK$220,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group.
Save as disclosed above, there are no other matters relating to the re-election of Mr. Yang that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.
By Order of the Board

Chairman

Hong Kong, 18 May 2015

As at the date of this announcement, the executive Directors are Ms. Zhou Yaxian, Mr. Shi Guicheng, Mr. Ru Xiquan and Mr. Mo Yunxi; the non-executive Director is Mr. Low Jee Keong; and the independent non-executive Directors are Mr. Tsui Yung Kwok, Mr. Meng Qinguo and Mr. Yang Xiaohu.

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