Earthasia International : POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 11 JANUARY 2019

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Earthasia International Holdings Limited عԭᐑྤ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6128)

POLL RESULTS OF THE EXTRAORDINARY GENERAL

MEETING HELD ON 11 JANUARY 2019

The Board is pleased to announce that the resolution as set out in the Notice was duly passed by the Shareholders as an ordinary resolution by way of poll at the EGM held on 11 January 2019.

Reference is made to the circular (the "Circular") and the notice of the extraordinary general meeting (the "Notice") of Earthasia International Holdings Limited (the "Company") both dated 20 December 2018. Capitalised terms used herein have the same meanings as those defined in the Circular and the Notice unless otherwise defined.

The Board is pleased to announce that the resolution as set out in the Notice was duly passed by the Shareholders by way of poll at the EGM. The Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, was appointed as the scrutineer for the purpose of vote-taking at the EGM.

As at the date of EGM, the total number of Shares in issue was 434,290,000, which was the total number of Shares entitling the Shareholders to attend and vote on the resolution at the EGM. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the transaction contemplated under the Agreement such that he or it shall abstain from voting on the resolution at the EGM.

In addition, there were no Shares entitling the holders to attend and abstain from voting in favour of the resolution at the EGM as set out in Rule 13.40 of the Listing Rules. No party has stated his intention in the Circular to vote against or to abstain from voting on the resolution at the EGM. The voting results in respect of the resolution at the EGM were as follows:

Number of Shares votedORDINARY RESOLUTION

(%)

1. THAT

For	Against
232,018,611	0
(100%)	(0%)

• (a) the Agreement and all the transactions contemplated

  thereunder be and are hereby approved, confirmed

  and ratified;

• (b) the board of Directors of the Company be and is hereby granted with the Specific Mandate to allot and issue 48,000,000 Consideration Shares at the Issue Price of HK$2.79 per Consideration Share in accordance with the terms and conditions of the Agreement;

• (c) the issue of the Promissory Note by the Company in accordance with the terms of the Agreement be and is hereby approved; and

• (d) any one Director be and is hereby authorised to do such acts and deeds in his/her sole and absolute discretion and opinion deemed expedient and appropriate to implement and effect the Agreement and the transactions contemplated thereunder. To approve, confirm and ratify the Agreement and the transactions contemplated thereunder, including allotment and issue of the Consideration Shares, the issue of the Promissory Note and to authorise any one or more of directors of the Company to do all such acts and things and execute all such documents for the purpose of, or in connection with, the implementation of and giving effect to the Agreement, including but not limited to the allotment and issue of the Consideration Shares, the issue of the Promissory Note and the transactions ancillary thereto and of administrative nature which they consider necessary, desirable or expedient.

As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution at the EGM.

By order of the Board

Earthasia International Holdings Limited

Lau Hing Tat Patrick

Chairman

Hong Kong, 11 January 2019

As at the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross, Mr. Tian Ming, Mr. Yang Liu and Mr. Qiu Bin; the non-executive Director is Mr. Ma Lida; and the independent non-executive Directors are Ms. Tam Ip Fong Sin, Mr. Wong Wang Tai and Mr. Wang Yuncai.