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.

CHINA LITERATURE LIMITED

閱 文 集 團

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 772)

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

HELD ON NOVEMBER 22, 2019

AND

CHANGE OF DIRECTOR AND MEMBER OF BOARD COMMITTEE

Reference is made to the circular (the "Circular") of China Literature Limited (the "Company") incorporating, amongst others, the notice (the "Notice") of extraordinary general meeting of the Company (the "EGM"), dated October 23, 2019. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.

POLL RESULTS OF THE EGM

At the EGM held on November 22, 2019, the proposed resolution as set out in the Notice (the "Resolution") was taken by poll.

As at the date of the EGM, the total number of issued shares of the Company was 1,014,160,046 Shares, which was the total number of Shares entitling the holders to attend and vote for or against the Resolution at the EGM. Tencent and its associates were required under the Listing Rules to abstain from voting on the Resolution. As such, Tencent and its associates (holding 577,643,604 Shares), which are connected persons of the Company, had abstained from voting in relation to the Resolution.

Save as disclosed above, there was no restriction on any Shareholder casting votes on the Resolution at the EGM. There was no Share entitling the Shareholders to attend and vote only against the Resolution at the EGM. No party has stated its intention in the Circular that it would vote against the Resolution or that it would abstain from voting at the EGM.

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

ORDINARY RESOLUTION

No. of Votes (%)

For

Against

1.

To consider and approve the proposed revision of annual

203,498,333

0

caps under 2019 IP Cooperation Framework Agreement.

(100.00%)

(0.00%)

As more than 50% of the valid votes were cast in favour of the Resolution at the EGM, the Resolution was duly passed by way of poll as an ordinary resolution of the Company.

CHANGE OF DIRECTOR AND MEMBER OF BOARD COMMITTEE

The Board (the "Board") of directors (the "Directors") of the Company announces that on November 22, 2019 (after the EGM), Mr. Lin Haifeng ("Mr. Lin") has resigned with immediate effect as a non-executive Director and a member of the audit committee of the Board as he need to devote more time to the business development of his company. Mr. Lin has confirmed that he has no disagreement with the Board during his terms of office, and that there is no other matter relating to his resignation that need to be brought to the attention of the Shareholders.

The Board is pleased to announce that, following the resignation of Mr. Lin, Mr. Cheng Yun Ming Matthew ("Mr. Cheng") has been appointed as a non-executive Director and a member of the audit committee of the Board for a term of three years commencing from November 22, 2019. Please see below biographical details of Mr. Cheng.

Mr. Cheng Yun Ming Matthew

Aged 49, joined Tencent Holdings Limited and its subsidiaries (including the Group) ("Tencent Group") since November 2010, and currently serves as the corporate vice president of the Tencent

Group. Mr. Cheng also currently serves as a non-executive director of Fusion Bank Limited (富 融銀行有限公司) since March 2019. Prior to joining the Tencent Group, Mr. Cheng worked at

Price Waterhouse, an accounting firm currently known as PricewaterhouseCoopers, from 1992 to 1997, China Everbright Technology Limited (currently known as Citychamp Watch & Jewellery Group Limited) (stock code: 0256), a company principally engaged in manufacturing of computer peripherals, from 1997 to 2000 and various companies assuming financial management functions. Mr. Cheng is an associate member of Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. He has obtained a bachelor's degree in accountancy from the Hong Kong Polytechnic (now the Hong Kong Polytechnic University) in October 1992.

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As at the date of this announcement, Mr. Cheng was interested in (a) 3,092 Shares, representing approximately 0.00% of the issued share capital of the Company; and (b) 524,987 shares of Tencent, representing approximately 0.01% of the issued share capital of Tencent under Part XV of the SFO, comprising (i) 324,335 shares of Tencent, (ii) 22,613 shares underlying Tencent in respect of the awarded shares granted to Mr. Cheng under share award schemes of Tencent, and

  1. 178,039 shares underlying Tencent in respect of the options granted to Mr. Cheng under share option schemes of Tencent.

Mr. Cheng will be subject to rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The Company and Mr. Cheng have entered into a letter of appointment, pursuant to which Mr. Cheng will not receive any director's fee or any other emoluments.

Save as disclosed above, as at the date of this announcement, Mr. Cheng does not (i) have any other position with the Company or any other member of the Group, or any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) have any relationship with any Director, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules); or (iii) have any interest in the shares of the Company within the meaning of Part XV of the Securities and Future Ordinance (Chapter 571 of the Hong Kong Law).

Save as disclosed above, there is no other matter in relation to the appointment of Mr. Cheng that needs to be brought to the attention of the Shareholders and there is no other information relating to Mr. Cheng which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

The Board would like to express its gratitude to Mr. Lin for his valuable contribution to the Group during his tenure of office and also the Board wishes to express its warm welcome to Mr. Cheng for joining the Board.

By order of the Board

CHINA LITERATURE LIMITED

Mr. James Gordon Mitchell

Chairman of the Board and Non-executive Director

Hong Kong, November 22, 2019

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Wu Wenhui and Mr. Liang Xiaodong as executive Directors; Mr. James Gordon Mitchell, Mr. Cao Huayi, Ms. Chen Fei and Mr. Cheng Yun Ming Matthew as non-executive Directors; Ms. Yu Chor Woon Carol, Ms. Leung Sau Ting Miranda and Mr. Liu Junmin as independent non-executive Directors.

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China Literature Ltd. published this content on 22 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 November 2019 10:36:00 UTC