Golden Eagle Retail : VOTING RESULTS OF EXTRAORDINARY GENERAL MEETING HELD ON 18 OCTOBER 2019

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VOTING RESULTS OF EXTRAORDINARY GENERAL MEETING

HELD ON 18 OCTOBER 2019

At the EGM held on Friday, 18 October 2019, all the proposed resolutions as set out in the notice of EGM dated 18 September 2019 have been duly approved by the Independent Shareholders by way of poll.

At the extraordinary general meeting of Golden Eagle Retail Group Limited (the "Company") held on Friday, 18 October 2019 (the "EGM"), all the proposed resolutions as set out in the notice of EGM dated 18 September 2019 have been duly approved by the Independent Shareholders by way of poll.

Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as ascribed thereto in the circular of the Company dated 18 September 2019 (the "Circular").

ATTENDANCE AT THE EGM

As of the date of the EGM, the total number of the Shares in issue was 1,679,038,000 Shares.

Mr. Wang, Ms. Wang and their associates (including Golden Eagle International Retail Group Limited), which were interested in 1,255,108,000 Shares in aggregate as at the date of the EGM (representing approximately 74.75% of the entire issued share capital of the Company), were required to abstain from voting on the ordinary resolutions proposed at the EGM and have so abstained from voting at the EGM. The total number of the Shares held by the Independent Shareholders who were entitled to attend and vote for or against the resolutions at the EGM was 423,930,000 Shares.

Independent Shareholders (in person or by proxy) holding an aggregate of 302,979,460 Shares, which represented approximately 18.04% of the total number of Shares, were present at the EGM.

There were no Shares entitling the holders to attend and abstain from voting in favour at the EGM in accordance with Rule 13.40 of the Listing Rules.

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RESULTS OF THE EGM

The poll results in respect of all the resolutions proposed at the EGM are as follows:

	ORDINARY RESOLUTIONS		No. of votes and percentages
				FOR	AGAINST
1.	That:		302,979,460	0
			(100%)	(0%)
	(a) the entering into of the 2019 Lease
	Agreement (Hanzhong Plaza) (as defined and
	described in the Circular) and the transactions
	contemplated thereunder be and are hereby
	approved and ratified;
	(b) the annual caps in respect of the transactions
	contemplated under 2019 Lease Agreement
	(Hanzhong Plaza) in the amount of
	RMB3,260,000,	RMB9,900,000	and
	RMB10,090,000 for the three years ending 31
	December 2019, 31 December 2020 and 31
	December 2021 respectively be and are hereby
	approved; and
	(c) any Director be and is hereby authorised to do
	and execute all such acts, matters, deeds,
	documents and things as he/ she may in his/ her
	absolute discretion consider necessary, desirable
	or expedient for or in connection thereto.
2.	That:		244,153,460	0
			(100%)	(0%)

1. the entering into of the Fourth Supplemental Agreement to Lease Agreement (Total Xianlin Retail Area) (as defined and described in the Circular) and the transactions contemplated thereunder be and are hereby approved and ratified;
2. the annual caps in respect of the transactions contemplated under Fourth Supplemental Agreement to Lease Agreement (Total Xianlin Retail Area) in the amount of RMB29,900,000, RMB33,700,000 and RMB35,390,000 for the three years ending 31 December 2019, 31 December 2020 and 31 December 2021 respectively be and are hereby approved; and
3. any Director be and is hereby authorised to do and execute all such acts, matters, deeds, documents and things as he/ she may in his/ her absolute discretion consider necessary, desirable or expedient for or in connection thereto.

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3.	That:			244,153,460	0
				(100%)	(0%)
	(a) the entering into of the Supplemental Lease
	Agreement (Golden Eagle World) (as defined
	and described in the Circular) and the
	transactions contemplated thereunder be and are
	hereby approved and ratified;
	(b) the annual caps in respect of the transactions
	contemplated under	Supplemental	Lease
	Agreement (Golden Eagle World) in the amount
	of RMB78,540,000,	RMB142,180,000	and
	RMB208,660,000 for the three years ending 31
	December 2019, 31 December 2020 and 31
	December 2021 respectively be and are hereby
	approved; and
	(c) any Director be and is hereby authorised to do
	and execute all such acts, matters, deeds,
	documents and things as he/ she may in his/ her
	absolute discretion consider necessary, desirable
	or expedient for or in connection thereto.
4.	To approve the revised annual caps of the Lease	244,153,460	0
	Agreement (Danyang Tiandi Plaza) (as defined	(100%)	(0%)
	and described in the Circular) be and are hereby
	approved and confirmed.

*The full text of the resolution appears in the notice of the EGM of the Company dated 18 September 2019.

As more than 50% of the votes were cast in favour of each of the resolutions no. 1 to 4 above, all these resolutions have been duly approved as ordinary resolutions.

SCRUTINY OF VOTE-COUNTING

The Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, was appointed as the scrutineer at the EGM for the purpose of the vote-taking.

By order of the Board

Golden Eagle Retail Group Limited

Wang Hung, Roger

Chairman

Hong Kong, 18 October 2019

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Wang Hung, Roger, Ms. Wang Janice S. Y. and Mr. Hans Hendrik Marie Diederen and three independent non-executive Directors, namely Mr. Wong Chi Keung, Mr. Lay Danny J and Mr. Lo Ching Yan.

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