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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 20 OCTOBER 2011

Reference is made to the joint announcement issued by Noble Jewelry Holdings Limited (the
''Company''), Resources Rich and First Prospect dated 8 September 2011 and the circular of the Company dated 30 September 2011 (the ''Circular'') in relation to, among other things, the Group Reorganisation, the Share Premium and Reserve Application, the Distribution In Specie and the Special Deals and the joint clarification announcement issued by the Company, Noble Jewelry Investment Limited, Resources Rich and First Prospect dated 19 October 2011 (the ''Joint Announcement''). Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Circular.
POLL RESULTS
The Board is pleased to announce that the ordinary resolutions proposed at the EGM were duly passed by the Independent Shareholders by way of poll.
The poll results of the resolutions are as follows:

Ordinary resolution

Number of Votes

(Approximate % of votes cast)

For Against

1. To approve the Share Premium and Reserve Application and the Distribution In Specie (''Resolution 1'')

10,614,000 (100%)

0

(0%)

2. To approve the Special Deals, namely the transactions contemplated under the Guangzhou Sinoble Lease Agreement and the Guangzhou Yizuan Lease Agreement (''Resolution 2'')

10,614,000 (100%)

0

(0%)

As more than 50% of the votes were cast in favour of each of Resolution 1 and Resolution 2, each of Resolution 1 and Resolution 2 was duly passed at the EGM.

As at the date of the EGM, there were a total of 273,610,000 Shares in issue.
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As confirmed by Resources Rich, none of Resources Rich, its associates and parties acting in concert with Resources Rich held any Shares as at the date of the EGM.
The Vendors and their respective associates and parties acting in concert (including, among others, Ms. Chan Lai Yung, who and her spouse held an aggregate of 3,238,000 Shares), altogether holding 200,380,000 Shares (representing approximately 73.24% of the existing issued share capital of the Company) as at the date of the EGM, had abstained from voting on Resolution 1 and Resolution 2. As stated in the Joint Announcement, Mr. Tang Chee Kwong, Mr. Lai Wang and Mr. Tsang Wing Ki, each being a Director, having interests (including interests of spouse) in an aggregate of 5,612,000 Shares, have indicated that they would abstain from voting on Resolution 1 and Resolution 2 at the EGM. These Directors and their respective spouse had abstained from voting on Resolution 1 and Resolution 2 at the EGM. Accordingly, the total number of Shares entitling the Shareholders to attend and vote for or against Resolution 1 and Resolution 2 at the EGM was 67,618,000.
The number of Shares held by the Independent Shareholders who voted at Resolution 1 was
10,614,000, representing approximately 3.88% of the issued share capital of the Company as at the date of the EGM. The number of Shares held by the Independent Shareholders who voted at Resolution 2 was 10,614,000, representing approximately 3.88% of the issued share capital of the Company as at the date of the EGM.
There was no Share entitling any Shareholder to attend and vote only against the resolutions at the EGM.
Tricor Investor Services Limited, the branch registrar of the Company, was appointed as the scrutineer for the vote-taking at the EGM.
Further announcement will be made by the Company immediately after Share Sale
Completion in accordance with Rule 3.6 of the Takeovers Code.
RECORD DATE OF DISTRIBUTION IN SPECIE
As disclosed in the announcement of the Company dated 11 October 2011, the Record Date for determining entitlements of the Shareholders to the Distribution In Specie will be on Friday, 28 October 2011 and the register of members of the Company will be closed from Wednesday, 26 October 2011 to Friday, 28 October 2011, both days inclusive, during which period no transfer of the Shares will be registered. In order to qualify for the Distribution In Specie, all duly completed and signed transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong no later than 4 : 30 p.m. on Tuesday, 25 October 2011. The last day of dealings in the Shares on a cum- entitlement basis for the Distribution In Specie will be Friday, 21 October 2011. The first day of dealings in the Shares on an ex-entitlement basis for the Distribution In Specie will be Monday, 24 October 2011.
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WARNING: THE DISTRIBUTION IN SPECIE IS SUBJECT TO, AMONG OTHER THINGS, SHARE SALE COMPLETION. AS SUCH, THE DISTRIBUTION IN SPECIE MAY OR MAY NOT PROCEED AND IS A POSSIBILITY ONLY.
AS THE LISTCO SHARE OFFER AND THE PRIVATECO OFFER WILL ONLY BE MADE AFTER SHARE SALE COMPLETION AND THE DISTRIBUTION IN SPECIE RESPECTIVELY, WHICH ARE IN TURN SUBJECT TO A NUMBER OF CONDITIONS AS SUMMARISED IN THE CIRCULAR, EACH OF THE LISTCO SHARE OFFER AND THE PRIVATECO OFFER MAY OR MAY NOT PROCEED AND IS THEREFORE A POSSIBILITY ONLY. INVESTING PUBLIC AND THE SHAREHOLDERS ARE URGED TO EXERCISE EXTREME CAUTION WHEN DEALING IN THE SHARES.
By Order of the Board
Noble Jewelry Holdings Limited
Mr. Chan Yuen Hing
Chairman
Hong Kong, 20 October 2011
As at the date of this announcement, the Board comprises six executive Directors, namely Mr. Chan Yuen Hing, Mr. Tang Chee Kwong, Ms. Chan Lai Yung, Mr. Lai Wang, Mr. Setiawan Tan Budi and Mr. Tsang Wing Ki and three independent non-executive Directors, namely Mr. Chan Cheong Tat, Mr. Tang Chiu Ming Frank and Mr. Yu Ming Yang.
The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
The English text of this announcement shall prevail over its Chinese text.
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