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.

SUNDART HOLDINGS LIMITED

承達集團有限公司

(incorporated under the laws of British Virgin Islands with limited liability)

(Stock Code: 1568)
  1. POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 25 JULY 2017; AND
  2. EXECUTION OF THE AMENDED AND RESTATED DEED OF NON-COMPETITION

References are made to the circular (the "Circular") and the notice (the "Notice") convening the extraordinary general meeting held on 25 July 2017 (the "EGM") of SUNDART HOLDINGS LIMITED 承達集團有限公司 (the "Company") both dated 30 June 2017. Unless the context requires otherwise, terms used in this announcement shall have the same meanings as those defined in the Circular.

POLL RESULTS OF THE EGM

The Board is pleased to announce that the proposed resolution as set out in the Notice was duly passed by the Independent Shareholders by way of poll at the EGM and the poll results were as follows:

Ordinary Resolution

Number of Votes (%)

For

Against

(a)

To approve the Equity Transfer Agreement and the

227,458,100

0

Amended Deed.

(100%)

(0%)

(b)

To authorise any one director of the Company on

behalf of the Company, do all such acts and sign,

seal, execute and deliver all such documents and

take all such actions as he may consider necessary or

desirable for the purpose of or in connection with or

to give effect to the Equity Transfer Agreement, the

Amended Deed and the transactions contemplated

thereunder.

Notes:

  1. As a majority of the votes was casted in favour of the above resolution, such resolution was duly passed as an ordinary resolution of the Company (the "Ordinary Resolution").

  2. As at the date of the EGM, the total number of issued Shares was 2,158,210,000 Shares.

  3. REACH GLORY INTERNATIONAL LIMITED, which held 1,500,000,000 Shares (equivalent to approximately 69.50% of the issued Shares) as at the date of the EGM, was required under the Listing Rules to abstain from voting on the proposed resolution at the EGM.

  4. The total number of issued Shares entitling the holders to attend and vote on the proposed resolution at the EGM was 658,210,000 Shares (equivalent to approximately 30.50% of the issued Shares) accordingly.

  5. Save as disclosed above, there were no Shares entitling the holders to attend and abstain from voting in favour of the proposed resolution at the EGM as set out in Rule 13.40 of the Listing Rules and no party has stated his/her/its intention in the Circular to vote against or abstain from voting on the proposed resolution at the EGM.

  6. The Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer at the EGM for the purpose of vote-taking.

EXECUTION OF THE AMENDED AND RESTATED DEED OF NON-COMPETITION

Reference is made to the Circular relating to, among other things, the proposed amendment to the Deed of Non-Competition. On 25 July 2017, the Amended Deed was executed by the Covenantors in favour of the Company. The Amended Deed is conditional upon (i) the approval thereof by the Independent Shareholders, which has been fulfilled by the passing of the Ordinary Resolution; and (ii) the Completion.

By order of the Board

SUNDART HOLDINGS LIMITED

承達集團有限公司

NG Tak Kwan

Chief Executive Officer and Executive Director

Hong Kong, 25 July 2017

As at the date of this announcement, the executive Directors are Mr. NG Tak Kwan, Mr. LEUNG Kai Ming, Mr. XIE Jianyu, Mr. NG Chi Hang and Mr. PONG Kam Keung; the non-executive Director is Mr. LIU Zaiwang; and the independent non-executive Directors are Mr. TAM Anthony Chun Hung, Mr. HUANG Pu and Mr. LI Zheng.

Sundart Holdings Ltd. published this content on 25 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 July 2017 09:24:08 UTC.

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