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Integrated Waste Solutions Group Holdings Limited

*

(Incorporated in the Cayman Islands with limited liability, stock code: 923)

POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON

8 SEPTEMBER 2015

Reference is made to the notice of annual general meeting (the "AGM Notice") of Integrated Waste Solutions Group Holdings Limited (the "Company") and the relevant circular (the "AGM Circular") of the Company both dated 27 July 2015. Capitalized terms used in this announcement shall have the same meanings as those defined in the AGM Circular unless stated otherwise.
The board of directors (the "Board") of the Company is pleased to announce that at the annual general meeting (the "AGM") of the Company held on 8
September 2015 at 10:00 a.m., all the proposed resolutions as set out in the AGM Notice were duly passed by the Shareholders by way of poll. The poll results in respect of all the resolutions proposed at the AGM are as follows:

* for identification purpose only

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Ordinar y Resolutions

Number of

Shares voted

Ordinar y Resolutions

For

(approximate

%)

Against

(approximate

%)

1.

To consider and receive the audited consolidated financial statements of the Company and the repor ts of the directors of the Company and auditor of the Company for the year ended 31

March 2015.

2,311,417,703 (99.6661%)

7,743,127 (0.3339%)

2.

To re-elect Mr. Tam Sui Kin, Chris, a retiring director, as an executive director of the Company.

2,319,056,830 (99.9955%)

104,000

(0.0045%)

3.

To re-elect Mr. Cheng Chi Ming, Brian, a retiring director, as a non-executive director of the Company.

2,311,413,703 (99.6660%)

7,747,127 (0.3340%)

4.

To re-elect Mr. Lau Sai Cheong, a retiring director, as a non-executive director of the Company.

2,319,056,830 (99.9955%)

104,000

(0.0045%)

5.

To authorize the board of director s of the Compan y to fix the respective director s' remuneration.

2,319,048,830 (99.9952%)

112,000

(0.0048%)

6.

To appoint KPMG as the auditor of the Company and to authorize the board of directors of the Company to fix the auditor's remuneration.

2,319,060,830 (99.9957%)

100,000

(0.0043%)

7.

To grant a general mandate to the directors of the Company to purchase the Company's shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.

2,319,048,830 (99.9952%)

112,000

(0.0048%)

8.

To grant a general mandate to the directors of the Company to issue, allot and deal with additional shares of the Company not exceeding

20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.

2,311,189,703 (99.6563%)

7,971,127 (0.3437%)

9.

To extend the general mandate granted to the directors of the Company to issue, allot and deal with additional shares in the capital of the Company by the aggregate nominal amount of shares repurchased by the Company.

2,311,405,703 (99.6656%)

7,755,127 (0.3344%)

Special Resolution

10.

To approve the adoption of "綜合環保集團有限公 司" as the dual foreign name of the Company.

2,319,048,830 (99.9952%)

112,000

(0.0048%)

Note: Full text of the above resolutions is set out in the AGM Notice.

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As more than 50% of the votes were cast in favour of each of the proposed resolutions numbered 1 to 9 at the AGM, all such resolutions were duly passed as ordinar y resolutions.
As more than 75% of the votes were cast in favour of the proposed resolution numbered 10 at the AGM, such resolution was duly passed as a special resolution.
As at the date of the AGM, the total number of ordinar y shares of HK$0.10 each (the "Shares") in issue was 4,822,334,000 shares, which was the total number of Shares entitling the Shareholders to attend and vote for or against all the resolutions proposed at the AGM. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of the proposed resolutions at the AGM as set out in Rule 13.40 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"). To the best of the Directors' knowledge and belief, no Shareholders were required under the Listing Rules to abstain from voting on the proposed resolutions.
Tricor Investor Ser vices Limited, the branch share registrar and transfer office of the Company in Hong Kong, was appointed as the scrutineer at the AGM for the purpose of vote-taking.
By order of the Board
Integrated Waste Solutions Group Holdings Limited
Cheng Chi Ming, Brian

Chairman

Hong Kong, 8 September 2015

As at the date of this announcement, the Board comprises three executive Directors, namely, Messrs. SUEN Wing Yip, TO Chun Wai and TAM Sui Kin, Chris; three non-executive Directors, namely, Messrs. CHENG Chi Ming, Brian (Chairman), TSANG On Yip, Patrick and LAU Sai Cheong; and three independent non-executive Directors, namely, Messrs. NGUYEN Van Tu, Peter, Messrs. CHOW Shiu Wing, Joseph and WONG Man Chung, Francis.

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