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 contents of this announcement.


(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8156) POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 31 JANUARY 2013

The Board is pleased to announce that the ordinary resolutions as set out in the notice of EGM contained in the Circular were duly approved by the Shareholders or Independent Shareholders (as the case may be) by way of poll at the EGM held on 31
January 2013.

References are made to the announcement of the Company dated 4 January 2013 and the circular of the Company dated 15 January 2013 (the "Circular"). Unless otherwise defined, capitalised terms used herein shall have the same meaning as defined in the Circular.

POLL RESULTS

The Board is pleased to announce that resolutions (1) and (2) proposed at the EGM held on 31 January 2013 were duly passed by the Shareholders and resolution (3) proposed at the EGM held on 31 January 2013 was duly passed by the Independent Shareholders by way of poll as more than 50% of the votes were cast in favour of the relevant resolutions.
W.H. Tang & Partners CPA Limited, the Company's auditors, was appointed as the scrutineer at the EGM for the purpose of vote-taking.
As at the date of the EGM, the total number of issued shares of the Company is
3,771,893,839 Shares. Madam Cheung and her associates own 1,678,527,322 Shares, representing approximately 44.50% of the issued share capital of the Company. Accordingly, Madam Cheung and her associates have abstained from voting in favour of the relevant ordinary resolution regarding the Refreshment of General Mandate at the EGM.
1
The Independent Shareholders holding a total of 2,093,366,517 Shares are entitled to attend and vote for or against the ordinary resolution to approve the Refreshment of General Mandate at the EGM. There are no Shares entitling the Shareholders to attend and vote only against the ordinary resolutions at the EGM.
The numbers of Shares represented by votes for or against the ordinary resolutions at the
EGM were as follows:

Ordinary resolutions

Number of votes cast and

percentage of total number of votes cast

Ordinary resolutions

For

Against

1.

Subject to and conditional upon the granting by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue or to be issued (the "Share Consolidation"):

a. with effect from the day immediately following the date on which this resolution is passed, being a day on which shares are traded on the Stock Exchange, every five (5) ordinary shares of a par value of HK$0.01 each in the issued and unissued share capital of the Company be consolidated into one (1) share of a par value of HK$0.05 (each a "Consolidated Share"), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company (the "Articles"); and

b. the directors of the Company (the "Directors") be and are generally authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation.

2,156,864,822 (85.19%)

374,985,000 (14.81%)

2.

Conditional upon The Stock Exchange of Hong Kong Limited granting approval of the listing of and permission to deal in the shares falling to be issued pursuant to the exercise of any options granted under the new share option scheme which is marked "A" now produced to the EGM and for the purpose of identification signed by the Chairman hereof (the "New Share Option Scheme"), the New Share Option Scheme be approved and adopted to be the share option scheme of the Company and that the Directors be authorised to grant options thereunder and to allot and issue shares pursuant to the New Share Option Scheme and take all such steps as may be necessary or desirable to implement such New Share Option Scheme.

2,156,864,822 (85.19%)

374,985,000 (14.81%)

2

Ordinary resolutions

Number of votes cast and

percentage of total number of votes cast

Ordinary resolutions

For

Against

3.

a. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company and to make or grant offers, agreements, options including warrants to subscribe for shares, and/or rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

b. the approval given in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options including warrants to subscribe for shares, which may require the exercise of such powers after the end of the Relevant Period;

c. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (a) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) on the exercise of any options granted under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any exercisable convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20% of the aggregate nominal amount of share capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and

480,407,500 (56.16%)

374,985,000 (43.84%)

3

Ordinary resolutions

Number of votes cast and

percentage of total number of votes cast

Ordinary resolutions

For

Against

d. for the purpose of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(1) the conclusion of the next annual general meeting of the Company;

(2) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the Companies Ordinance or any other applicable law of Hong Kong to be held; and

(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting; and

"Rights Issue" means an offer of shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares in the capital of the Company or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).

For and on behalf of the Board of

China Vanguard Group Limited