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CHINASOFT INTERNATIONAL LIMITED

中 軟 國 際 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 354)

ANNOUNCEMENT OF

POLL RESULTS OF ANNUAL GENERAL MEETING

HELD ON 20 MAY 2019

The Board is pleased to announce that all resolutions proposed at the AGM held on 20 May 2019 were duly passed by the Shareholders attending and voting by way of poll.

Reference is made to the notice of annual general meeting (the "AGM") of Chinasoft International Limited (the "Company") dated 15 April 2019 (the "AGM Notice") and the circular of the Company dated 15 April 2019 (the "Circular").

POLL RESULTS OF THE AGM

The board of directors of the Company (the "Board") is pleased to announce that all the ordinary resolutions proposed at the AGM were approved by the shareholders of the Company (the "Shareholders") by poll. The poll results in respect of the ordinary resolutions proposed at the AGM were as follows:

*For identification purposes only

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Number of votes cast and

ORDINARY RESOLUTIONS#

percentage of total number of

votes cast (%)

For

Against

1. To receive and consider the audited

1,072,495,880

0

consolidated financial statements of the

(100%)

(0%)

Company and the reports of the directors

and independent auditor of the Company

for the year ended 31 December 2018

As more than 50% of the votes were cast in favour of the resolution, the

resolution was carried.

2. (i) To re-elect Dr. Tang Zhenming as

1,052,666,550

13,749,330

executive director of the Company.

(98.71%)

(1.29%)

As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.

(ii) To re-elect Dr. Zhang Yaqin as

939,908,280

126,507,600

n o n - e x e c u t i v e d i r e c t o r o f t h e

(88.14%)

(11.86%)

Company.

As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.

(iii) To re-elect Mrs. Gavriella Schuster

1,022,705,585

43,710,295

as non-executive director of the

(95.90%)

(4.10%)

Company.

As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.

(iv) To re-elect Professor Mo Lai Lan as

1,045,054,962

20,430,918

independent non-executive director

(98.08%)

(1.92%)

of the Company.

As more than 50% of the votes were cast in favour of the resolution, the resolution was carried.

3. To authorise the board of directors of the

1,065,485,880

0

Company to fix the remuneration of

(100%)

(0%)

directors of the Company.

As more than 50% of the votes were cast in favour of the resolution, the

resolution was carried.

2

Number of votes cast and

ORDINARY RESOLUTIONS#

percentage of total number of

votes cast (%)

For

Against

4.

To re-appoint Deloitte Touche Tohmatsu

1,041,901,324

23,584,556

as auditor of the Company and authorise

(97.79%)

(2.21%)

the board of directors of the Company to

fix their remuneration.

As more than 50% of the votes were cast in favour of the resolution, the

resolution was carried.

5.

Ordinary Resolution 5 (to grant general

596,395,363

468,750,517

mandate to issue and allot new shares).

(55.99%)

(44.01%)

As more than 50% of the votes were cast in favour of the resolution, the

resolution was carried.

6.

Ordinary Resolution 6 (to grant general

1,060,835,880

0

mandate to repurchase shares).

(100%)

(0%)

As more than 50% of the votes were cast in favour of the resolution, the

resolution was carried.

7.

Ordinary Resolution 7 (to extend general

596,300,297

468,845,583

mandate granted to issue new shares).

(55.98%)

(44.02%)

As more than 50% of the votes were cast in favour of the resolution, the

resolution was carried.

8.

O r d i n a r y R e s o l u t i o n 8 (t o a p p r o v e

647,910,297

417,235,583

refreshment of the Scheme Mandate

(60.83%)

(39.17%)

Limit).

As more than 50% of the votes were cast in favour of the resolution, the

resolution was carried.

9.

Ordinary Resolution 9 (to approve the

1,065,485,880

0

payment of a dividend out of the share

(100%)

(0%)

premium account of the Company of

HK$0.0215 per ordinary share of the

Company in respect of the year ended 31

December 2018).

As more than 50% of the votes were cast in favour of the resolution, the

resolution was carried.

#The full text of these resolutions is set out in the AGM Notice contained in the Circular.

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As at the date of the AGM, a total of 2,544,307,358 ordinary shares of the Company (the "Shares") are in issue. The total number of Shares entitling the holders to attend and vote for or against the ordinary resolutions at the AGM is 2,506,135,358 Shares. A trustee of the share award scheme (adopted by the Board on 10 December 2018) held 38,172,000 Shares, and should not exercise the voting rights in respect of these Shares under the trust. Save as above, there were no Shares entitling the holders to attend and abstain from voting in favour of the ordinary resolutions at the AGM as set out in Rule

13.40of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and there were no Shares requiring the holders to abstain from voting at the AGM under the Listing Rules.

Computershare Hong Kong Investor Services Limited, the Company's Hong Kong branch share registrar, was appointed as the scrutineer for vote-taking at the AGM.

By order of the Board

Chinasoft International Limited

Dr. Chen Yuhong

Chairman and Chief Executive Officer

Hong Kong, 20 May 2019

As at the date of this announcement, the Board comprises two executive Directors, namely Dr. Chen Yuhong (Chairman and Chief Executive Officer) and Dr. Tang Zhenming, three non-executive Director, namely Dr. Zhang Yaqin, Mr. Gao Liangyu and Mrs. Gavriella Schuster, and three independent non-executive Directors, namely Mr. Zeng Zhijie, Dr. Lai Guanrong and Professor Mo Lai Lan.

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ChinaSoft International Limited published this content on 20 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 May 2019 14:27:04 UTC