Poly Culture : THE VOTING RESULTS OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

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(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3636)

THE VOTING RESULTS OF

THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

Reference is made to the circular of the 2019 first extraordinary general meeting ("Circular") of Poly Culture Group Corporation Limited (the "Company") dated 25 November 2019. Unless otherwise defined, terms defined in the Circular shall have the same meanings when used in this announcement.

CONVENING AND ATTENDANCE OF THE MEETING

The 2019 first extraordinary general meeting (the "Meeting") of the Company was held at 2:30 p.m. on Friday, 20 December 2019 at the Meeting Room, 29/F, New Poly Plaza, 1 North Street of Chaoyangmen, Dongcheng District, Beijing, the PRC.

The Meeting was convened by the Board and chaired by Mr. Zhang Xi, the vice chairman of the Company. Voting at the Meeting was conducted by a registered poll onsite. Computershare Hong Kong Investor Services Limited, the Company's H share registrar, was appointed by the Company as the scrutineer for the voting at the Meeting.

The convening of the Meeting was in compliance with the requirements of the applicable laws and regulations of the PRC, the Listing Rules and the Articles of Association.

The total number of issued share capital of the Company as at the date of the Meeting was 246,316,000 shares, of which the domestic shares and the H shares were 156,868,400 shares and 89,447,600 shares, respectively, which was the total number of eligible shares that entitled the shareholders to attend and vote for, against or abstain from voting at the Meeting.

At the Meeting, China Poly Group Corporation, a substantial shareholder of the Company, together with its associate Poly International, holding directly and indirectly 156,868,400 shares of the Company and representing approximately 64% of the total issued share capital of the Company, have abstained from voting at the Meeting in respect of the ordinary resolutions No.1 and No.2: to consider and approve the renewal of continuing connected transactions contemplated under the New Cinema Box Office Income Sharing Framework Agreement and the proposed annual caps for 2020, 2021 and 2022, and to consider and approve the continuing connected transactions contemplated under the

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Property Lease Framework Agreement and the proposed annual caps for 2020, 2021 and 2022. The total number of shares entitling independent shareholders to attend and vote for, against or abstain from voting in respect of those ordinary resolutions at the Meeting is 89,447,600 shares.

Except for the above, no party has stated its intention in the Company's circular regarding the Meeting dated 25 November 2019 (the "Circular") that it would vote against any resolution or that it would abstain from voting at the Meeting.

Except for the above, to the best knowledge, information and belief of the directors of the Company, there was no restriction on any shareholder casting votes on any of the proposed resolutions at the Meeting. There were no shares entitling the holder to attend but abstain from voting in favour of the resolutions at the Meeting as set out in Rule 13.40 of the Listing Rules, and no shareholder was required under the Listing Rules to abstain from voting on any of the resolutions at the Meeting.

Details about the attendance of the shareholders and their authorized proxies at the Meeting are set out as follows:

Number of shareholders and authorized proxies attending the Meeting	4
Of which: Number of holders of domestic shares	1
Number of holders of H shares	4
Total number of the voting shares held by the attendees	23,402,923
Of which: Total number of shares held by holders of domestic shares	0
Total number of shares held by holders of H shares	23,402,923
Percentage of the total number of voting shares of the Company (%)	26.163836
Of which: Percentage of the shares held by holders of domestic shares to the
total number of voting shares of the Company	0
Percentage of the shares held by holders of H shares to the total
number of voting shares of the Company	26.163836

Note: The chairman of the Meeting was appointed by some of the holders of domestic shares and H shares to vote on their behalf. The numbers of holders of domestic shares and holders of H shares are counted separately and the total number of shareholders is not counted repeatedly.

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CONSIDERATION OF THE PROPOSALS

The voting results in respect of the proposals at the Meeting are set out as follows:

		Number of votes & Percentage of the total
	Ordinary resolutions	voting shares at the Meeting (%)
		For	Against	Abstained
1.	To consider and approve the renewal of continuing	20,612,923	2,790,000	0
	connected transactions contemplated under the New	88.078412%	11.921588%	0.000000%
	Cinema Box Office Income Sharing Framework
	Agreement and the proposed annual caps for 2020,
	2021 and 2022
	As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed
	as an ordinary resolution.
2.	To consider and approve the continuing connected	20,612,923	2,790,000	0
	transactions contemplated under the Property Lease	88.078412%	11.921588%	0.000000%
	Framework Agreement and the proposed annual caps
	for 2020, 2021 and 2022
	As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed
	as an ordinary resolution.

For the full text of proposals, please refer to the Circular. The Circular can be downloaded from the websites of the Company (www.polyculture.com.cn) and Hong Kong Stock Exchange (www.hkex.com.hk). Save for the above resolutions, the Company has not received any proposal from the shareholders holding 3% or more of the voting shares of the Company.

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POSTPONED RE-ELECTION OF THE BOARD AND BOARD OF SUPERVISORS

The terms of the third session of the Board and the Board of Supervisors of the Company will expire on 22 December 2019. As the re-election of the Board and the Board of Supervisors is still in preparation, in order to ensure the continuity of the relevant work of the Company, the re-election of the Board and the Board of Supervisors will be postponed. The terms of the third session of the Board and the Board of Supervisors will be extended till the fourth session of the Board and the Board of Supervisors are elected at a shareholders' general meeting of the Company. The terms of each special committee of the Board and the Board of Supervisors and the senior management will be extended accordingly. The Company will determine the relevant matters as soon as possible, actively push forward the process of re-election of the Board and the Board of Supervisors, and fulfill its corresponding information disclosure obligations in a timely manner.

According to the requirements of the Company Law of the People's Republic of China and other relevant laws, before the completion of the re-election, all the members of the third session of the Board and the Board of Supervisors and the senior management of the Company will continue to perform their respective obligations and duties as directors, supervisors and senior management in accordance with relevant laws, regulations and the Articles of Association.

By order of the Board

Poly Culture Group Corporation Limited

Xu Niansha

Chairman

Beijing, the PRC

20 December 2019

As at the date of this announcement, the executive directors of the Company are Mr. Xu Niansha, Mr. Zhang Xi, Mr. Jiang Yingchun and Mr. Li Weiqiang; the non-executive directors are Mr. Huang Geming and Mr. Wang Keling; and the independent non-executive directors are Mr. Li Boqian, Ms. Li Xiaohui and Mr. Yip Wai Ming.

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