CPMC : Poll Results of the Extraordinary General Meeting in Relation to Continuing Connected Transactions and Major Transaction and Re-election of Director Held on 23 December 2019

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CPMC HOLDINGS LIMITED

中糧包裝控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock code: 906)

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING IN RELATION TO CONTINUING CONNECTED TRANSACTIONS AND MAJOR TRANSACTION AND RE-ELECTION OF DIRECTOR

HELD ON 23 DECEMBER 2019

The Company is pleased to announce that the Resolutions as set out in the Notice dated 27 November 2019 were duly passed by the Independent Shareholders and Shareholders respectively by way of poll at the EGM.

We refer to the circular (the "Circular") and the notice of the EGM (the "Notice") both dated 27 November 2019 issued by the Company in respect of (i) the 2019 Financial Services Agreement entered by the Company with COFCO Finance and CPMC Investment on 7 November 2019; and (ii) the re-election of Mr. Chen Jihua as an independent non-executive Director. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce the poll results in respect of the EGM held at 35/F, Great China International Exchange Square, No. 1 Fuhua 1st Road, Shenzhen, Guangdong, China at 11:00 a.m. on Monday, 23 December 2019. The proposed ordinary resolutions (the "Resolutions") as set out in the Notice was duly passed by the Independent Shareholders and Shareholders respectively by way of poll at the EGM.

As at the date of the EGM, the issued share capital of the Company was 1,160,949,000 Shares. As explained in the Circular, COFCO, a substantial shareholder of the Company, and its associates which altogether hold 345,218,800 Shares, representing approximately 29.74% of the issued share capital of the Company as at the date of the EGM, are required to and did abstain from voting on the ordinary resolution ("Resolution 1") in relation to the 2019 Financial Services Agreement due to having material interests therein. Accordingly, there were in aggregate 815,730,200 Shares entitling the holders of which to attend and vote for or against Resolution 1 at the EGM.

1

None of the Shareholders is required to abstain from voting on the ordinary resolution ("Resolution 2) in relation to the re-election of Mr. Chen Jihua as an independent non-executive Director. Accordingly, there were in aggregate 1,160,949,000 Shares entitling the holders of which to attend and vote for or against Resolution 2 at the EGM.

The Company's share registrar, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for vote-taking at the EGM. The number of Shares represented by votes for and against the Resolutions at the EGM was as follows: -

			Number of Votes
		Ordinary Resolutions	(Approximate %)
			For	Against
1. (i)	the conditional deposit services to be provided	389,252,097	54,172,368
		by COFCO Finance Company Limited	(87.7832%)	(12.2168%)
		("COFCO Finance") pursuant to the financial
		services agreement dated 7 November 2019
		between COFCO Finance, CPMC Investment
		Co., Ltd. and the Company (the "2019
		Financial Services Agreement"), a copy of
		which has been produced to the EGM marked
		"A" and initialled by the chairman of the
		EGM for identification purposes, and the
		relevant deposit cap on a daily basis in the
		amount equivalent of RMB900,000,000 set
		out in the Company's circular dated 27
		November 2019 be and are hereby confirmed,
		ratified and approved; and
	(ii)	any one or more of the directors of the
		Company be and is hereby authorised to do all
		such further acts and things, negotiate,
		approve, agree, sign, initial, ratify and/or
		execute such further documents and take all
		steps which may be in their opinion necessary,
		desirable or expedient to implement and/or
		give effect to the terms of the 2019 Financial
		Services Agreement and the transactions
		contemplated thereunder.

As more than 50% of the votes were cast in favour of Resolution 1, Resolution 1 was duly passed as an ordinary resolution.

2. Mr. Chen Jihua be re-elected as an independent	774,084,265	0
	non-executive director of the Company and the	(100%)	(0%)
	board of directors of the Company be authorised to
	fix his remuneration

As more than 50% of the votes were cast in favour of Resolution 2, Resolution 2 was duly passed as an ordinary resolution.

2

Notes:

1. Please refer to the Notice for the full version of the Resolutions.
2. The total number of Shares entitling the holders to attend and vote only against the Resolutions at the EGM: Nil
3. The total number of Shares entitling the holders to attend and vote for or against Resolution 1 at the EGM: 815,730,200 Shares
4. The total number of Shares entitling the holders to attend and vote for or against Resolution 2 at the EGM: 1,160,949,000 Shares

By order of the Board

CPMC Holdings Limited

ZHANG Xin

Chairman and Executive Director

Hong Kong, 23 December 2019

As at the date of this announcement, the chairman of the Board and executive Director is Mr. Zhang Xin, the executive Director is Mr. Zhang Ye, the non-executive Directors are Ms. Yu Youzhi, Messrs. Chen Qianzheng, Zhou Yuan and Shen Tao, and the independent non-executive Directors are Messrs. Cheng Yuk Wo, Pun Tit Shan and Chen Jihua..

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