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.

VTech Holdings Limited

（Incorporated in Bermuda with limited liability）

（Stock code : 303）

POLL RESULTS AT ANNUAL GENERAL MEETING HELD ON 11 JULY 2018

At the annual general meeting (the "2018 AGM") of VTech Holdings Limited (the "Company") held on 11 July 2018, a poll was demanded by the Chairman for voting on all proposed resolutions as set out in the notice of the 2018 AGM of the Company dated 7 June 2018 (the "2018 AGM Notice").

As a majority of the votes were cast in favour of each of the following resolutions, all such resolutions were passed as ordinary resolutions and the poll results are set out as follows:-

Resolutions

No. of Votes (%)

For

Against

1.

To receive and consider the audited financial statements and the reports of the directors of the Company (''Directors'') and the auditor of the Company (''Auditor'') for the year ended 31 March 2018.

210,075,506

(99.82%)

386,345 (0.18%)

2.

To consider and declare a final dividend in respect of the year ended 31 March 2018.

210,462,951

(100%)

0 (0%)

3.

(a) To re-elect Dr. William FUNG Kwok Lun as Director;

160,827,813

(76.42%)

49,635,138 (23.58%)

(b) To re-elect Professor KO Ping Keung as Director;

210,028,486

(99.79%)

434,465 (0.21%)

(c) To re-elect Mr. WONG Kai Man as Director;

207,684,009

(98.68%)

2,778,942 (1.32%)

(d) To fix the Directors' fee (including the additional fee payable to chairman and members of the Audit Committee, Nomination Committee and Remuneration Committee).

209,252,051

(99.85%)

317,600 (0.15%)

4.

To re-appoint KPMG as the Auditor and authorise the board of Directors to fix its remuneration.

206,595,128

(98.16%)

3,867,823 (1.84%)

5.

To grant a general mandate to the Directors to repurchase shares representing up to 10% of the issued share capital of the Company at the date of the 2018 AGM (Note).

210,441,251

(100%)

0 (0%)

6.

To grant a general mandate to the Directors to allot, issue and deal with additional shares representing up to 10% of the issued share capital of the Company at the date of the 2018 AGM, and the discount for any shares to be issued shall not be more than 10% to the Benchmarked Price (as defined in the 2018 AGM Notice) (Note).

176,663,208

(83.94%)

33,799,743 (16.06%)

Note: The full text of Resolutions 5 and 6 is set out in the 2018 AGM Notice.

As at the date of the 2018 AGM, the total number of issued shares of the Company (the "Shares") was 251,572,133 ordinary shares of US$0.05 each, which was the total number of Shares entitling the holders thereof (the "Shareholders") to attend and vote for or against all the resolutions proposed at the 2018 AGM. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of the resolutions at the 2018 AGM as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and there were no Shareholders that were required under the Listing Rules to abstain from voting. There were no restrictions on any Shareholders to cast votes on any of the proposed resolutions at the 2018 AGM.

Computershare Hong Kong Investor Services Limited, the share registrar of the Company in Hong Kong, acted as the scrutineer for the purpose of vote-taking at the 2018 AGM.

By Order of the Board VTech Holdings Limited

CHANG Yu Wai Company Secretary

Hong Kong, 11 July 2018

As at the date of this announcement, the Executive Directors of the Company are Dr. Allan WONG Chi Yun (Chairman and Group Chief Executive Officer), Dr. PANG King Fai and Mr. Andy LEUNG Hon Kwong. The Independent Non-executive Directors of the Company are Dr. William FUNG Kwok Lun, Professor KO Ping Keung, Dr. Patrick WANG Shui Chung and Mr. WONG Kai Man.

www.vtech.com/en/investors

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Vtech Holdings Limited published this content on 11 July 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 11 July 2018 09:43:03 UTC