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(Incorporated in Hong Kong with limited liability)

(Stock Code: 363) ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING HELD ON 28 MAY 2014 POLL RESULTS

The poll results in respect of the resolutions proposed at the Annual General Meeting (the "AGM") and Extraordinary General Meeting (the "EGM") of Shanghai Industrial Holdings Limited (the "Company") held on 28 May 2014 were as follows:

AGM Poll Results

Resolutions

Number of Votes (%)

Resolutions

For

Against

1.

To adopt the audited consolidated Financial Statements and the Reports of the Directors and the Auditor for the year ended 31 December 2013.

841,054,392 (100%)

0 (0%)

2.

To declare a final dividend.

841,103,392 (100%)

0 (0%)

3.

a.

To re-elect Mr. Wang Wei as Director.

838,305,266 (99.6673%)

2,798,126 (0.3327%)

3.

b.

To re-elect Mr. Zhou Jie as Director.

840,285,266 (99.9199%)

673,326 (0.0801%)

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c.

To re-elect Mr. Zhou Jun as Director.

838,478,818 (99.7051%)

2,479,774 (0.2949%)

d.

To re-elect Mr. Ni Jian Da as Director.

840,009,266 (99.8871%)

949,326 (0.1129%)

e.

To re-elect Mr. Leung Pak To, Francis as Director.

836,437,316 (99.4452%)

4,666,076 (0.5548%)

f.

To authorize the Board to fix the Directors'

remuneration.

841,027,392 (100%)

0 (0%)

4.

To re-appoint Messrs. Deloitte Touche Tohmatsu as Auditor and to authorize the Directors to fix Auditor's remuneration.

840,246,392 (99.9252%)

629,000 (0.0748%)

5.

To give a general mandate to the Directors to buy-back shares not exceeding 10% of the total number of shares in issue.

841,023,392 (99.9995%)

4,000 (0.0005%)

6.

To give a general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the total number of shares in issue.

641,004,840 (76.2102%)

200,096,552 (23.7898%)

7.

To extend the general mandate granted to the Directors to issue shares by the number of shares bought-back.

649,311,921 (77.1978%)

191,789,841 (22.8022%)

As more than 50% of the votes were cast in favour of the above resolutions, all resolutions were duly passed as ordinary resolutions of the Company.

As at the date of the AGM, the total number of issued shares of the Company ("Shares") was
1,082,761,600, which was the total number of Shares entitling the holders to attend and vote on the resolutions proposed at the AGM. There were no Shares entitling the holders to attend and abstain from voting in favour as set out in Rule 13.40 of the Rules Governing the Listing on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and no shareholders of the Company were
required under the Listing Rules to abstain from voting at the AGM.

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EGM Poll Results

Resolution

Number of Votes (%)

Resolution

For

Against

To approve and adopt the Amended Articles (as defined in the circular of the Company dated 15 April 2014) as the new Articles of Association of the Company.

822,242,833 (97.65%)

19,792,169 (2.35%)

As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution of the Company.

As at the date of the EGM, the total number of issued Shares was 1,082,761,600, which was the total number of Shares entitling the holders to attend and vote on the resolution proposed at the EGM. There were no Shares entitling the holders to attend and abstain from voting in favour as set out in Rule 13.40 of the Listing Rules and no shareholders of the Company were required under the Listing Rules to abstain from voting at the EGM.
Tricor Secretaries Limited, the Share Registrar of the Company, acted as scrutineer for the purpose of vote taking at the AGM and the EGM.
By Order of the Board

Shanghai Industrial Holdings Limited Yee Foo Hei

Company Secretary

Hong Kong, 28 May 2014

As at the date of this announcement, the Board comprises: Executive Directors:

Mr. Wang Wei, Mr. Zhou Jie, Mr. Lu Shen, Mr. Zhou Jun, Mr. Ni Jian Da and Mr. Xu Bo

Independent Non-Executive Directors:

Dr. Lo Ka Shui, Prof. Woo Chia-Wei, Mr. Leung Pak To, Francis and Mr. Cheng Hoi Chuen, Vincent

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