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.

  1. POLL RESULTS OF THE ANNUAL GENERAL MEETING;
  2. RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS;
  3. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR; AND
  4. CHANGE OF COMPOSITION OF THE BOARD COMMITTEES

The Board is pleased to announce that:

  1. all the proposed ordinary resolutions were duly passed by the Shareholders by way of poll at the AGM, save and except the proposed ordinary resolutions numbered 2(iv) and 2(v) which were inapplicable to be put for voting at the AGM;

  2. all the proposed special resolutions were duly passed by the Shareholders by way of poll at the AGM;

  3. Mr. Er retired from office as an independent non-executive Director upon conclusion of the AGM on 14 September 2017;

  4. Mr. Zheng retired from office as an independent non-executive Director upon conclusion of the AGM on 14 September 2017;

  5. Mr. Chi has been appointed as an independent non-executive Director upon conclusion of the AGM on 14 September 2017; and

  6. the composition of the Audit Committee, the Nomination Committee, the Remuneration Committee and the Independent Board Committee has changed upon conclusion of the AGM on 14 September 2017.

POLL RESULTS OF THE ANNUAL GENERAL MEETING

References are made to the notice (the "AGM Notice") of annual general meeting ("AGM") of Success Dragon International Holdings Limited (the "Company") and the circular (the "AGM Circular") of the Company dated 16 August 2017 relating to, among other matters, as ordinary resolutions, (1) the proposal for receiving and considering the audited consolidated financial statements, the directors' reports and the auditor's reports of the Company for the year ended 31 March 2017; (2) the proposal for re-election of Directors, (3) the proposal for authorisation of the Board to fix the Directors' remuneration;

(4) the proposal for reappointment of the auditor; (5) the proposals for General Mandate, Repurchase Mandate and Extension Mandate to issue and repurchase shares; and (6) the proposal for the refreshment of the Scheme Mandate Limit; and as special resolutions,

(7) the proposal for the amendment of the bye-laws of the Company; and (8) the proposal for the adoption of the amended and restated bye-laws of the Company after the relevant amendments are approved.

Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the AGM Circular.

Immediately before the convening of the AGM, the Board has received written notices from each of Mr. ER Wong Wah ("Mr. Er") and Mr. ZHENG Jian Peng ("Mr. Zheng") stating that each of them would like to withdraw themselves from the re-election as independent non-executive Directors at the AGM due to his other business engagement. Further details of their retirement are set out in the paragraph headed "Retirement of independent non- executive Directors" in this announcement. As a result, ordinary resolutions numbered 2(iv) and 2(v) were inapplicable to be put for voting at the AGM.

The Board is pleased to announce that all the proposed ordinary resolutions (except ordinary resolutions numbered 2(iv) and 2(v) below) and special resolutions as set out in the AGM Notice were duly passed by the Shareholders by way of poll at the AGM.

ORDINARY RESOLUTIONS

(Note)

Number of Shares voted (Approximate %)

For

Against

1.

To receive and consider the audited consolidated financial statements, the directors' reports and the auditor's reports of the Company for the year ended 31 March 2017.

940,841,284

(100%)

0

(0%)

2.

To re-elect the following Directors:

(i) Mr. TAN Teng Hong as an executive Director;

940,841,284

(100%)

0

(0%)

(ii) Mr. CHUNG Yuk Lun as an independent non- executive Director;

940,841,284

(100%)

0

(0%)

ORDINARY RESOLUTIONS

(Note)

Number of Shares voted (Approximate %)

For

Against

(iii) Mr. YONG Peng Tak as an independent non- executive Director;

940,841,284

(100%)

0

(0%)

(iv) Mr. ER Kwong Wah as an independent non- executive Director; and

inapplicable

(v) Mr. ZHENG Jian Peng as an independent non- executive Director.

inapplicable

3.

To authorise the Board to fix the Directors' remuneration.

940,841,284

(100%)

0

(0%)

4.

To reappoint ZHONGHUI ANDA CPA Limited as the auditor of the Company and to authorize the Board to fix their remuneration.

940,841,915

(100%)

0

(0%)

5.

To grant a general and unconditional mandate to the Directors to allot, issue and deal with additional shares in the Company not exceeding 20% of the total number of issued shares of the Company as at the date of the passing of the relevant resolution.

940,841,284

(100%)

0

(0%)

6.

To grant a general and unconditional mandate to the Directors to repurchase shares in the Company not exceeding 10% of the total number of issued shares of the Company as at the date of the passing of the relevant resolution.

940,841,915

(100%)

0

(0%)

7.

Conditional upon resolutions numbered 5 and 6 being passed, the general and unconditional mandate granted to the Directors to allot, issue and deal with additional shares of the Company pursuant to resolution 5 be extended by the addition thereto of an amount representing the number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 6.

940,841,284

(100%)

0

(0%)

8.

To refresh the scheme mandate limit under the share option scheme of the Company.

940,841,284

(100%)

0

(0%)

SPECIAL RESOLUTIONS

(Note)

Number of Shares voted (Approximate %)

For

Against

9.

To amend the bye-laws of the Company in the manner as set out in resolution numbered 9 of the AGM Notice.

940,841,284

(100%)

0

(0%)

10.

Conditional upon resolution numbered 9 being passed, to adopt the amended and restated bye- laws of the Company in the form produced to the meeting and signed by the chairman of the meeting for identification purposes which consolidating all of the proposed amendments referred to in resolution numbered 9 above.

940,841,284

(100%)

0

(0%)

Note: Please refer to the AGM Notice for full contents of the resolutions.

As at the date of the AGM, the total number of Shares in issue was 2,073,676,547, which was the total number of Shares entitling the Shareholders to attend and vote for or against all the resolutions at the AGM.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquires, there were no Shares entitling the Shareholders to attend and abstain from voting in favour of the resolutions at the AGM as set out in Rule 13.40 of the Listing Rules. No Shareholders or their associates were required under the Listing Rules to abstain from voting on the resolutions at the AGM.

As more than 50% of the votes were cast in favour of each of the ordinary resolutions numbered 1 to 8 (excluding resolutions numbered 2(iv) and 2(v)) above as set out in the AGM Notice, they were duly passed as ordinary resolutions of the Company.

As more than 75% of the votes were cast in favour of each of the special resolutions numbered 9 and 10 above as set out in the AGM Notice, they were duly passed as special resolutions of the Company.

Tricor Secretaries Limited, the Company's branch share registrar in Hong Kong, was appointed to act as the scrutineer for the vote-taking at the AGM.

Success Dragon International Holdngs Ltd. published this content on 14 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 14 September 2017 16:18:12 UTC.

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