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.

CHRISTINE INTERNATIONAL HOLDINGS LIMITED

克莉絲汀國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1210)

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 20 AUGUST 2019;

REMOVAL OF A DIRECTOR;

CHANGE IN COMPOSITION OF BOARD COMMITTEES

AND

NON-COMPLIANCE WITH RULES 3.10A AND 3.21

OF THE LISTING RULES

The board (the "Board") of directors (the "Directors") of Christine International Holdings Limited (the "Company") announces that at the extraordinary general meeting of the Company held on 20 August 2019 (the "EGM"), the poll results taken are as follows:

Ordinary Resolutions

Number of Votes (%)

For

Against

(i)

in accordance with Article 83(2) of the Articles

410,785,370

462,656,726

of Association of the Company (the "Articles of

(47.0306%)

(52.9694%)

Association"), Mr. Tien-An Lo be appointed as an

executive Director with immediate effect;

(ii)

in accordance with Article 83(2) of the Articles

410,785,370

462,656,726

of Association, Ms. Hua Qin be appointed as an

(47.0306%)

(52.9694%)

independent non-executive Director with immediate

effect;

(iii)

in accordance with Article 83(2) of the Articles of

8,218,000

865,224,096

Association, Mr. Sheng-Chieh Lo be appointed as an

(0.9409%)

(99.0591%)

executive Director with immediate effect;

(iv)

in accordance with Article 83(2) of the Articles of

8,218,000

865,224,096

Association, Mr. Kuo-Wei Lin be appointed as an

(0.9409%)

(99.0591%)

executive Director with immediate effect;

(v)

in accordance with Article 83(5) of the Articles of

8,218,000

865,224,096

Association, Mr. I-Sheng Chan be removed as a Director

(0.9409%)

(99.0591%)

with immediate effect;

1

Ordinary Resolutions

Number of Votes (%)

For

Against

(vi)

in accordance with Article 83(5) of the Articles of

NA

NA

Association, Mr. Chi Ming Xu be removed as a Director

with immediate effect;

(vii)

in accordance with Article 83(5) of the Articles of

8,218,000

865,224,096

Association, Mr. Yong Ning Zhu be removed as a

(0.9409%)

(99.0591%)

Director with immediate effect; and

(viii)

in accordance with Article 83(5) of the Articles of

865,624,096

7,818,000

Association, Mr. Shi Chen be removed as a Director

(99.1049%)

(0.8951%)

with immediate effect.

As Mr. Chi Ming Xu, an executive Director, had resigned as a Director prior to the EGM held today, voting on the resolution numbered (vi) is not applicable.

As more than 50% of the votes were cast in favour of the resolution numbered (viii), such resolution was duly passed as an ordinary resolution. As less than 50% of the votes were cast in favour of each of the resolutions numbered (i), (ii), (iii), (iv), (v) and (vii), such resolutions were not passed as ordinary resolutions.

The total number of shares of the Company in issue as at the date of the EGM, being the total number of shares entitling the holders thereof to attend and vote for or against the resolutions at the EGM, was 1,010,188,000 shares. There were no shares entitling the shareholder to attend and abstain from voting in favour at the EGM as set out in Rule 13.40 of the Rules the ("Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

There were no restrictions on any shareholder to cast votes on any of the proposed resolutions at the EGM. No shareholder was required under the Listing Rules to abstain from voting on the resolutions at the EGM. None of the shareholders has stated their intention in the circular of the EGM to vote against or to abstain from voting on any of the resolutions at the EGM.

For details of the aforesaid resolutions, shareholders may refer to the notice of the EGM and the circular of the Company dated 29 July 2019.

The Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, was appointed as the scrutineer for the vote-taking at the EGM.

REMOVAL OF A DIRECTOR AND BOARD COMMITTEES COMPOSITION

Following the poll results at the EGM described above, Mr. Shi Chen was removed as a Director with effect from 20 August 2019. In addition, Mr. Shi Chen will cease to be a member of each of the audit committee and nomination committee of the Company.

As at the date of this announcement, the Board has not received any notice of disagreement with the Board or any matters that need to be brought to the attention of holders of securities of the Company from Mr. Shi Chen.

The Board would like to take this opportunity to thank Mr. Shi Chen for his contribution to the Company during his tenure as an independent non-executive Director.

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NON-COMPLIANCE WITH RULES 3.10A AND 3.21 OF THE LISTING RULES

According to Rule 3.10(1) of the Listing Rules, every board of directors of a listed issuer must include at least three independent non-executive directors, and according to Rule 3.10A of the Listing Rules, an issuer must appoint independent non-executive directors representing at least one-third of the board. Further, Rule 3.21 of the Listing Rules stipulates that the audit committee must comprise a minimum of three members, at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise as required under Rule 3.10(2) of the Listing Rules (the "Qualification") and the audit committee must be chaired by an independent non-executive director.

Following (i) the resignation of Mr. Chi Ming Xu as an executive Director with effect from 20 August 2019 as set out in the Company's announcement dated 20 August 2019, and (ii) the removal of Mr. Shi Chen as an independent non-executive Director and his ceasing to be a member of each of the audit committee and the nomination committee as set out above, the Board comprises nine Directors, of which four are executive Directors, three are non-executive Directors and two are independent non-executive Directors. Each of the audit committee and nomination committee only has one member.

The terms of reference of the nomination committee of the Company provide that such committee should consist of a minimum of three members. The Board will appoint two new members of the nomination committee after due consideration. Further announcement will be made by the Company in relation to such appointments as and when appropriate.

As of the date of this announcement, (i) the number of independent non-executive Directors fell below the minimum number required under Rules 3.10(1) and 3.10A of the Listing Rules, and

  1. the number of audit committee members fell below the minimum number required under Rule 3.21 of the Listing Rules, the absence of the chairman of the audit committee does not meet the requirement under Rule 3.21 of the Listing Rules, and the audit committee did not include an independent non-executive Director with the Qualification as required under Rule 3.21 of the Listing Rules.

The Board is endeavoring to identify suitable candidate(s) to fill the vacancies as soon as practicable, with the relevant appointment to be made within the time limit set out in Rules 3.11 and 3.23 of the Listing Rules in order to meet the relevant requirements under the Listing Rules. The Company will make further announcement(s) as and when appropriate.

For and on behalf of the Board

Christine International Holdings Limited

Dun-Ching Hung

Chairman

Shanghai, the PRC, 20 August 2019

As at the date of this announcement, the Board comprises nine Directors, of which four are executive Directors, namely Mr. Yong Ning Zhu, Mr. Ming-Tien Lin, Mr. I-Sheng Chan and Ms. Jo-Hsien Chiang, three are non-executive Directors, namely Mr. Dun-Ching Hung (Chairman), Mr. Chi-Ming Chou and Mr. Weiguang Shi and two are independent non-executive Directors, namely, Ms. Wanwen Su and Mr. Chen Zhou.

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Christine International Holdings Ltd. published this content on 21 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 August 2019 23:52:10 UTC