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.

Ko Yo Chemical (Group) Limited

玖 源 化 工 (集 團) 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00827)

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 8 NOVEMBER 2019

The Board is pleased to announce that the ordinary resolutions set out in the Notice were duly passed by the Independent Shareholders at the EGM held on 8 November 2019.

Reference is made to the circular (the "Circular") and the notice (the "Notice") of the extraordinary general meeting (the "EGM") both dated 16 October 2019 of Ko Yo Chemical (Group) Limited (the "Company"). Capitalised terms used in this announcement have the same meanings as those defined in the Circular, unless otherwise stated herein.

The board of directors (the "Board") of the Company is pleased to announce that at the EGM held on 8 November 2019, the proposed resolutions as set out in the Notice were duly passed by the Independent Shareholders by way of poll. The poll results in respect of the resolutions proposed at the EGM are as follows:

Ordinary Resolutions

No. of votes (%)

Total

number of

For

Against

votes

1.

(i)

To approve, confirm and ratify the

810,736,400

Nil

810,736,400

subscription agreement dated 10 July 2019

(100%)

(0%)

(the "Subscription Agreement") entered

into between the Company and Mr. Tang

Guoqiang (the "Subscriber") and the

transactions contemplated thereunder;

(ii)

to approve the issue by the Company of the

convertible bonds in the principal amount

1

of HK$987,000,000 at an initial conversion price of HK$0.141 per share (subject to adjustments) (the "Convertible Bonds") pursuant to the Subscription Agreement together with the issuance of the bond instrument and the bond certificate to the Subscriber;

  1. to approve the granting of a specific mandate to the directors of the Company (the "Directors") to issue and allot up to 7,000,000,000 ordinary shares of HK$0.10 each of the Company to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds at an initial conversion price of HK$0.141 per share (subject to adjustments) (the "Conversion Shares"); and
  2. to authorise any one or more of the Directors (except Mr. Tang Guoqiang) to do all such acts and things and sign and execute all such documents and to take such steps as he/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Subscription Agreement and the
    transaction contemplated thereby, including but not limited to the issue of the Convertible Bonds and the issue and allotment of the Conversion Shares.

2. (i)

To approve the increase in the authorised

810,736,400

Nil

810,736,400

share capital of

the Company

from

(100%)

(0%)

HK$800,000,000

divided

into

8,000,000,000 shares of HK$0.10 each to

HK$2,000,000,000

divided

into

20,000,000,000 shares by the creation of

an additional 12,000,000,000 new shares

(the "Increase in Authorised Share

Capital"); and

(ii)

to authorise any one or more of the

Directors (except Mr. Tang Guoqiang) to

do all such acts and things and execute all

2

such documents which he/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.

As more than 50% of the votes were cast in favour of each of the above resolutions numbered 1 and 2, the above resolutions were duly passed as ordinary resolutions of the Company.

Union Registrars Limited, the Company's branch share registrar in Hong Kong was appointed as the scrutineer at the EGM for the purpose of vote-taking.

As at the date of the EGM, there was a total of 5,338,042,599 Shares in issue. As disclosed in the Circular, Mr. Tang Guoqiang ("Mr. Tang"), an executive Director and the Subscriber, is interested in the Subscription Agreement and the transactions contemplated thereunder. Accordingly, Mr. Tang and his associates, holding in aggregate 100,000,000 Shares, representing approximately 1.87% of the issued share capital of the Company, have abstained from voting for the resolutions proposed at the EGM. As such, the total number of Shares entitling the Independent Shareholders who were entitled to attend and vote for or against the ordinary resolutions was 5,238,042,599 Shares.

Save as disclosed above, no Shareholders were entitled to attend and abstain from voting in favour of the above resolutions at the EGM and no Shareholders have stated his or her intention in the Circular to vote against the above resolutions or to abstain from voting.

By Order of the Board

Ko Yo Chemical (Group) Limited

Tang Guoqiang

Chairman

Hong Kong, 8 November 2019

As at the date of this announcement, the Board comprises three executive Directors, being Mr. Tang Guoqiang, Mr. Shi Jianmin and Mr. Zhang Weihua; and three independent non-executive Directors, being Mr. Hu Xiaoping, Mr. Shi Lei and Mr. Xu Congcai.

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Ko Yo Chemical (Group) Ltd. published this content on 08 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 November 2019 14:34:03 UTC