Shenguan : Poll Results of the Annual General Meeting Re-election of Retiring Directors and Retirement of Executive Director

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 11 April
2014 (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 11 April 2014.

The Board announces that, at the AGM held at Nathan Room, M2 Floor, The Peninsula Hong Kong, 19-21 Salisbury Road, Tsim Sha Tsui, Hong Kong on 19 May 2014 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:

(a) The total number of shares of the Company in issue as at the date of the AGM: 3,324,120,000 shares of

HK$0.01 each. No Shareholder was required to abstain from voting on the Resolutions at the AGM.

(b) The total number of shares of the Company entitling the holders to attend and vote only against the

Resolutions at the AGM: Nil.

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

Resolutions at the AGM: 3,324,120,000 shares.

At the AGM, the re-election of Ms. Zhou Yaxian as an executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.

Products Corporation (18+m��f@%Rl�����) from 1979 to 1989 and was employed
by Wuzhou Protein Casing Factory (18+m]fÉ3M}��) ("Wuzhou Protein Factory")
in 1989, mainly responsible for technology development. She was appointed the head of
Wuzhou Protein Factory and the Deputy General Manager of Guangxi Wuzhou Zhongheng
Group Co., Ltd. (Jlff18+�ij� 5t?Jf'�%Rl) in 1992 and 1997, respectively. Since
2004, Ms. Zhou has been the Chairman of the Board of Directors and the General Manager
of Wuzhou Shenguan. Ms. Zhou completed the course of Economic Management held by
The Central Party School (���:9-ll;�) in December 2001. She was a member of the 10th
National People's Congress from February 2003 to February 2008 and is a senior engineer in
biotechnology. She is one of the inventors of four national patents in respect of production method and facilities for collagen sausage casings and has received special allowances granted by the State Council since 2008. Ms. Zhou was awarded the "The Third Class Prize
in National Science and Technology Advancement Award"(��4*�W1:t���) by
the National Science and Technology Committee of the PRC (�$U��f���4*

�W�ffiit) in 1995, the"Guangxi Outstanding Expert"(Jlffti*Ji�) by the Wuzhou

Government in 2006, the "Influential Person in China Meat Industry"(����-T��W}JU
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!!) by the China Meat Association (����liit) in 2007, the "2007 Guangxi Outstanding

Entrepreneur"(2007 ::it(Jlffti*ì:��) jointly by the Guangxi Enterprises Union (Jlffì:

�1ftit) and the Guangxi Entrepreneurs Association (Jlffì:��liit) in 2008, the "China

Outstanding Female Entrepreneur" (��l'f:::I�9:li) by the China Female Entrepreneurs
Association (��9:ì:��liit) in 2008 and the "Binshan Cup Technological Innovative
Figure in China Meat Industry"(j(LlJ/F-����@�4�:IÌJTU!!) in 2009. She was
appointed as a Director on 24 February 2009 and redesignated as an executive Director, and
appointed as the Chairman of the Board on 19 September 2009. Ms. Zhou is also a director of Shenguan Biology Science & Technology Investment Company Limited ("Hong Kong Shenguan"), Glories Site Limited ("Glories Site"), Xian Sheng Limited ("Xian Sheng") and Rich Top Future Limited ("Rich Top Future"), all are companies having an interest in the shares of the Company.
Save as disclosed above, Ms. Zhou 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.
As at the date of this announcement, Ms. Zhou wholly owned Hong Kong Shenguan, which in turn, held 3,700,000 Shares and wholly owned Glories Site and Xian Sheng. Glories Site held approximately 65.45% interest in Rich Top Future, which in turn, owned 1,904,240,000
Shares (approximately 57.29% of the issued share capital of the Company) and Xian Sheng owned 248,040,000 Shares (approximately 7.46% of the issued share capital of the Company). For the purpose of the SFO, Hong Kong Shenguan is deemed or taken to be interested in all the Shares owned by Rich Top Future and Xian Sheng and Ms. Zhou is deemed or taken to be interested in all the Shares in which Hong Kong Shenguan is interested.
Ms. Zhou does not have any relationship with other Directors, senior management of the Company, substantial or controlling Shareholders and she has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.
Ms. Zhou has entered into a director's service agreement with the Company for an initial term of three years commencing on 13 October 2012, which may be terminated by giving the other party not less than three months' prior notice in writing. Ms. Zhou is entitled to receive an annual remuneration of HK$1,200,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, her duties and responsibilities with the Group. She is also entitled to receive a discretionary bonus subject to the approval by the Board.
Save as disclosed above, there are no other matters relating to the appointment 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. Shi Guicheng as an executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.

Mr. Shi Guicheng (�JiJJ.$!;�), aged 50, whose official Chinese name is :([Jl)J), has previously used another Chinese name :([ì)J). He is primarily responsible for the Group's

machinery and equipment management. He is a mechanical engineer and has early 21 years of experience in the collagen sausage casing industry. Mr. Shi graduated from Guangxi Central
Radio and TV University (JlffJiitJk*) and attained the Professional Qualification
Graduation Certificate in Mechanical Production in July 1987. Mr. Shi joined Wuzhou Protein
Factory as the Head of Technology in 1993. He was appointed as the Deputy Head of Wuzhou Protein Factory in 2001 and has been the Deputy General Manager of Wuzhou Shenguan since 2004, responsible for machinery and equipment management, production safety and environmental protection. He was appointed as a Director on 19 September 2009.
Save as disclosed above, Mr. Shi 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.
As at the date of this announcement, Mr. Shi held 800,000 Shares and 1,200,000 share options to subscribe for 1,200,000 Shares under the share option scheme of the Company.
Mr. Shi 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. Shi has entered into a director's service agreement with the Company for an initial term of three years commencing on 13 October 2012, which may be terminated by giving the other party not less than three months' prior notice in writing. Mr. Shi is entitled to receive an annual remuneration of HK$480,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group. He is also entitled to receive a discretionary bonus subject to the approval by the Board.
Save as disclosed above, there are no other matters relating to the appointment 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. Ru Xiquan as an executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.

TV University (JlffJiitJk*) and attained the Professional Qualification Graduation
Certificate in Finance and Accounting in July 1989. He obtained the certificate of accounting
professional issued by the Wuzhou Finance Bureau in November 2001. He also completed the course of Economic Management held by The Central Party School (���:9-ll;�) in 2002.
Mr. Ru is an accountant and joined Wuzhou Protein Factory as the Head of the Finance and Accounting Department in 1990. He has been the Chief Accountant of Wuzhou Shenguan since 2004, responsible for matters relating to accounting and finance. He was appointed as a Director on 19 September 2009.
Save as disclosed above, Mr. Ru 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.
As at the date of this announcement, Mr. Ru held 800,000 Shares and 1,200,000 share options to subscribe for 1,200,000 Shares under the share option scheme of the Company.
Mr. Ru 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. Ru has entered into a director's service agreement with the Company for an initial term of three years commencing on 13 October 2012, which may be terminated by giving the other party not less than three months' prior notice in writing. Mr. Ru is entitled to receive an annual remuneration of HK$480,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group. He is also entitled to receive a discretionary bonus subject to the approval by the Board.
Save as disclosed above, there are no other matters relating to the appointment 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. Mo Yunxi as an executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.

21 years of experience in the collagen sausage casing industry. Mr. Mo graduated from
Tianjin College of Commerce (x�Pà*�), majoring in Food Engineering in July 1990. Mr.
Mo joined Wuzhou Protein Factory in 1993 and he has been the Deputy General Manager
of Wuzhou Shenguan since 2004. Mr. Mo is a senior engineer in food engineering. He was awarded the "First Prize in Wuzhou Science and Technology Advancement" (18+m4*� W1:t-��) and the "First Prize in Guangxi Outstanding Achievement on New Products" (JlffJT@�ti*)J)JI-��) by the Wuzhou Government and The People's Government of
Guangxi, respectively, in 2008.
Save as disclosed above, Mr. Mo 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.
As at the date of this announcement, Mr. Mo held 800,000 Shares and 1,200,000 share options to subscribe for 1,200,000 Shares under the share option scheme of the Company. Mr. Mo 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. Mo has entered into a director's service agreement with the Company for an initial term of three years commencing on 16 May 2012, which may be terminated by giving the other party not less than three months' prior notice in writing. Mr. Mo is entitled to receive an annual remuneration of HK$480,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group. He is also entitled to receive a discretionary bonus subject to the approval by the Board.
Save as disclosed above, there are no other matters relating to the appointment 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. Low Jee Keong as a non-executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.

2004. Mr. Low is a founder of the Group and has been a director of Wuzhou Shenguan since
2004. Mr. Low has not been involved in the Group's day-to-day operations as he resides in Malaysia. However, he has participated, and will continue to participate, in the strategic planning and decision-making processes in the business operations. He is also a director of Full Win Consultants Limited and Excel Gather Limited; both are subsidiaries of the Company. He was appointed as a Director on 19 September 2009. Mr. Low is a director of Rich Top Future which has an interest in the share of the Company.
Save as disclosed above, Mr. Low 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.
As at the date of this announcement, Mr. Low wholly owned Wealthy Safe Management Limited which owned 78,936,000 Shares (approximately 2.37% of the issued share capital of the Company). For the purpose of the SFO, Mr. Low is deemed or taken to be interested in all the Shares owned by Wealthy Safe Management Limited.
Mr. Low 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. Low has entered into a director's service agreement with the Company for an initial term of three years commencing on 13 October 2012, which may be terminated by giving the other party not less than three months' prior notice in writing. Mr. Low is entitled to receive an annual remuneration of HK$80,000 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 appointment 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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The Company announces that Ms. Cai Yueqing will retire from the Board as executive Director with effect from the expiry of her director service agreement i.e. 1 June 2014 due to reaching the age of retirement. After her retirement, Ms. Cai will remain as a vice president of the Company responsible for production management and quality control of the Group.
Ms. Cai has confirmed that she has no disagreement with the Board and there are no matters with respect to her retirement that need to be brought to the attention of the Shareholders or the Stock Exchange.
The Board would like to take this opportunity to express its sincere gratitude to Ms. Cai for her valuable contributions to the Company during her tenure of office as the executive Director.
By Order of the Board

Chairman

Hong Kong, 19 May 2014

As at the date of this announcement, the executive Directors are Ms. Zhou Yaxian, Ms. Cai Yueqing, 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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