Jia Meng : RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 10 JULY 2017

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JIA MENG HOLDINGS LIMITED

家 夢 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8101)

RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 10 JULY 2017

The Board is pleased to announce that the Resolutions as set out in the Notice was duly passed by the shareholders of the Company by way of poll at the EGM held on 10 July 2017.

Reference is made to the notice of the extraordinary general meeting (the''EGM'') of Jia Meng Holdings Limited (the''Company'') dated 23 June 2017 (the''EGM Notice'') and the circular of the Company dated 23 June 2017 (the''Circular'') in relation to, among other things,

1. the acquisition (the''Acquisition'') of the entire issued share capital (the''Sale Shares'') of Pioneer One Investments Limited (the''Target Company'') pursuant to the conditional sale and purchase agreement (the''Agreement'') entered into on 29 March 2017 between Ultimate Rise Limited (the''Purchaser''), a company incorporated in the BVI with limited liability and a direct wholly-owned subsidiary of the Company, and Legendary Idea Limited, a company incorporated in the BVI with limited liability (the''Vendor''), at the aggregate maximum consideration of HK$212,000,000 (subject to adjustments);

2. the issuance of the Company's convertible bond (the''Convertible Bond'') with a principal amount of HK$212,000,000, which may be converted into 1,927,272,727 ordinary shares of HK$0.025 each in the share capital of the Company (the''Conversion Share(s)'') at the initial conversion price of HK$0.11 per Conversion Share (subject to adjustments), to the Vendor pursuant to the Agreement; and

3. re-election of an executive director and an independent non-executive director of the Company.

Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

RESULTS OF THE EGM

The Board is pleased to announce that the ordinary resolutions as set out in the EGM Notice (the''Resolutions'') was duly passed by the shareholders of the Company by way of poll in accordance with the GEM Listing Rules at the EGM held at Regus Conference Centre, 35/F, Central Plaza, 18

Harbour Road, Wanchai, Hong Kong on 10 July 2017 at 10: 00 a.m. The Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, was appointed as the scrutineer at the EGM for the purpose of vote-taking. The results of the poll were as follows:

Ordinary resolutions		Number of votes (%)
		For	Against
1.	(a) To approve, ratify, and confirm the Agreement entered into between Purchaser and Vendor for the Acquisition of the Sale Shares of the Target Company at the consideration stated therein and all transactions contemplated thereunder;	583,242,801 (100.00%)	0 (0.00%)
	(b) To approve, ratify, and confirm the creation and issue by the Company of the Convertible Bond to the Vendor in accordance with the terms and conditions as set out in the Agreement;
	(c) To grant the directors of the Company a specific mandate for the issue and allotment of the Conversion Shares of up to an aggregate maximum of 1,927,272,727 ordinary shares of HK$0.025 each in the share capital of the Company which may fall to be issued as consideration pursuant to the terms and conditions of the Agreement; and
	(d) To authorize any one director of the Company to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivering all agreements, documents and instruments) which are in his/her opinion, necessary, appropriate, desirable or expedient to implement or give effect to the terms of the Agreement and the transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendments or waiver of matters relating thereto or in connection therewith.
2.	To re-elect Mr. Wong Pak Kan Martin as an executive director of the Company.	361,514,801 (61.98%)	221,728,000 (38.02%)
3.	To re-elect Ms. Lai Mei Kwan as an independent non- executive director of the Company.	583,242,801 (100.00%)	0 (0.00%)

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

Notes:

1. The description of the Resolutions is by way of summary only. The full text appears in the EGM Notice.

2. The total number of shares of the Company in issue as at the date of the EGM: 2,892,000,000 shares.

3. No shareholders of the Company were required to abstain from voting on the Resolutions at the EGM.

4. The total number of shares of the Company entitling the holder to attend and vote only against the Resolutions at the EGM: Nil.

5. The total number of shares of the Company entitling the holders to attend and to vote for or against the Resolutions at the EGM: 2,892,000,000.

By order of the Board

JIA MENG HOLDINGS LIMITED

Wong Siu Ki

Executive Director

Hong Kong, 10 July 2017

As at the date of this announcement, the executive Directors are Mr. Hung Cho Sing, Mr. Yim Yin Nang, Mr. Wong Siu Ki, Mr. Matthew Chung and Mr. Wong Pak Kan Martin; and the independent non-executive Directors are Ms. Lai Mei Kwan, Mr. Tang Kin Chor and Mr. Chan Chun Wing.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the GEM website at http://www.hkgem.com on the ''Latest Company Announcements''page for at least seven days from the date of its posting and the Company's website at http://www.jmbedding.com.