Auto Italia : POLL RESULTS OF SPECIAL GENERAL MEETING HELD ON 18 MARCH 2021

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AUTO ITALIA HOLDINGS LIMITED จ༺лછٰϞࠢʮ̡*

(Incorporated in Bermuda with limited liability)

(Stock Code: 720)

POLL RESULTS OF SPECIAL GENERAL MEETING

HELD ON 18 MARCH 2021

Reference is made to the circular (the "Circular") and the notice of special general meeting of Auto Italia Holdings Limited (the "Company") dated 25 February 2021. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

POLL RESULTS OF THE SGM

At the SGM held on 18 March 2021, the resolution proposed at the SGM was duly passed by shareholders of the Company by way of poll. The poll results are as follows:

Ordinary Resolution

Number of votes (Approximate %)

1. "THAT:

(a)the sale and purchase agreement (the "Acquisition Agreement") dated 24 December 2020 entered into between Elite Jumbo Limited and Ever Bless Investments Limited in relation to the acquisition of certain shares representing 27.49% of the entire issued share capital of the of Dakota RE II Limited (the "Acquisition") and the transactions contemplated thereunder, be and are hereby approved, ratified and confirmed; and

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For identification purpose only - 1 -

Ordinary ResolutionNumber of votes (Approximate %)For

Against

(b)any one director of the Company ("Director(s)") be and is authorised to do all such things, to sign, execute and deliver (including under seal where applicable) all such documents and deeds, and take all such actions as he may consider necessary, appropriate, expedient or desirable to implement and/or give effect to the Acquisition Agreement and the transactions contemplated thereunder and all other matters incidental thereto and/or in connection with the Acquisition, including (without limitation), the approval of any variation, amendment or the granting of waiver in connection therewith which, are, in the opinion of the Directors, not fundamental to the transaction contemplated thereby and are in the interests of the Company and its shareholders as a whole."

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The full text of the resolution is set out in the notice of SGM dated 25 February 2021.

As more than 50% of the votes were cast in favour of the above resolution, the proposed resolution was duly passed by the shareholders of the Company as ordinary resolution of the Company.

As at the date of the SGM, the issued share capital of the Company was 5,292,515,390 ordinary shares, which was the total number of Shares entitling the Shareholders to attend and vote for or against, or abstain from voting on the resolution proposed at the SGM. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as at the date of the SGM, (i) the Vendor held 227,480,000 Shares, representing approximately 4.30% of the total issued share capital of the Company; and (ii) Mr. Cheung, being the sole shareholder of the Vendor, owned the entire issued share capital of NCS, which in turn held 4,000,000 Shares, representing approximately 0.08% of the total issued share capital of the Company. Accordingly, the Vendor and its associates (including NCS) were required to abstain, and had abstained from voting on the resolution approving the Acquisition Agreement and the transactions contemplated thereunder at the SGM.

Accordingly, the number of Shares entitling the Shareholders to attend and vote for or against the resolution proposed at the SGM was 5,061,035,390 Shares, representing approximately 95.63% of the total issued share capital of the Company as at the date of the SGM.

To the best knowledge, information and belief of the Board after having made all reasonable enquiries, (i) there were no Shares entitling the holders to attend and abstain from voting in favour pursuant to Rule 13.40 of the Listing Rules; and (ii) save as disclosed above, no Shareholder was required to abstain from voting at the SGM under the Listing Rules. No Shareholder has stated his/her/its intention in the Circular to vote against or to abstain from voting on the resolution proposed at the SGM.

Tricor Standard Limited, the Company's share registrar and transfer office in Hong Kong, was appointed as the scrutineer for the vote-taking at the SGM.

By Order of the Board

AUTO ITALIA HOLDINGS LIMITED

CHONG Tin Lung Benny

Executive Chairman and Chief Executive Officer

Hong Kong, 18 March 2021

As at the date of this announcement, the Board comprises Mr CHONG Tin Lung Benny (Executive Chairman and Chief Executive Officer), Mr LAM Chi Yan, Mr HUANG Zuie-Chin and Mr NG Siu Wai, all of whom are executive Directors; and Mr KONG Kai Chuen Frankie, Mr LEE Ben Tiong Leong and Mr TO Chun Wai, all of whom are independent non-executive Directors.