Sheng Yuan : POLL RESULTS OF SPECIAL GENERAL MEETING HELD ON 14 MAY 2021

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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for the securities of the Company.

(Incorporated in Bermuda with limited liability)

(Stock Code: 851)

POLL RESULTS OF SPECIAL GENERAL MEETING

HELD ON 14 MAY 2021

Reference is made to (i) the announcement of Sheng Yuan Holdings Limited (the ''Company'') dated 1 April 2021; (ii) the circular of the Company dated 29 April 2021 (the ''Circular''); and (iii) the notice of special general meeting of the Company dated 29 April 2021 (the ''Notice'') in relation to, among other things, the Subscription Agreement and the transactions contemplated thereunder, the Specific Mandate and the Share Capital Increase. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that all proposed resolutions as set out in the Notice were duly passed by the Independent Shareholders by way of poll at the SGM held on Friday, 14 May 2021.

As at the date of the SGM, the total number of issued shares of the Company was 3,819,705,413 Shares. As disclosed in the Circular, the Subscriber (i.e. Yuanyin Holdings Limited) and Yuanyin International Limited, which in aggregate are interested in 1,030,170,000 Shares, representing approximately 26.97% of the total issued share capital of the Company, shall abstain and did abstain from voting in respect of the proposed resolutions at the SGM. To the best knowledge and information of the Directors after having made all reasonable enquiries, other than the Subscriber and Yuanyin International Limited, no other Shareholders are required to abstain from voting in respect of the proposed resolutions at the SGM. Accordingly, the total number of the Shares entitling the Shareholders to attend and vote for or against the proposed resolutions at the SGM was 2,789,535,413 Shares, representing approximately 73.03% of the total issued share capital of the Company.

- 1 -

There were no Shares entitling the holders to attend and abstain from voting in favour of the proposed resolutions at the SGM as set out in rule 13.40 of the Listing Rules, and no Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the proposed resolutions at the SGM.

The Company's Hong Kong branch share registrar, Tricor Tengis Limited, was appointed as the scrutineer at the SGM for the purpose of vote-taking.

The poll results in respect of the resolutions set out in the Notice and proposed at the SGM were as follows:

		ORDINARY RESOLUTIONS	Number of Votes (%)
		For	Against
1.	a.	to approve, confirm and ratify the Subscription	1,454,062,397	0
		Agreement, pursuant to which the Company has	(100%)	(0%)
		conditionally agreed to issue and the Subscriber
		has conditionally agreed to subscribe for the
		Convertible Bonds, and all transactions
		contemplated thereunder;
	b.	to approve and confirm, subject to and
		conditional upon (i) the Listing Committee
		approving the listing of, and granting permission
		to deal in, the Conversion Shares; and (ii) the
		fulfilment of other conditions precedent as set
		out in the Subscription Agreement, the
		unconditional specific mandate granted to the
		Directors to exercise the powers to (i) issue the
		Convertible Bonds to the Subscriber; and (ii)
		allot, issue and deal with such Conversion Shares
		which may fall to be issued upon exercise of the
		conversion rights attaching to the Convertible
		Bonds on the terms and subject to the conditions
		of the Convertible Bonds;

- 2 -

Number of Votes (%)

ORDINARY RESOLUTIONS

For Against

1. to approve, confirm and ratify the execution of the Subscription Agreement and any other agreements, documents and actions taken or to be taken in connection with the Subscription (including the allotment and issuance of the Conversion Shares) by any Director, notwithstanding any interest he/she may have in any matters in connection with the Subscription; and
2. to authorize any Director to, for and on behalf of the Company, execute all such documents, instruments and agreements, under hand or under seal, and do all such acts or things, as they may consider necessary, desirable or expedient to give effect to or in connection with the Subscription Agreement and the transactions contemplated thereunder (including the allotment and issuance of the Conversion Shares), subject to and in accordance with the applicable law and regulations, to approve and make such immaterial variation, amendment, supplement or waiver of immaterial matters relating to the Subscription in the interests of the Corporation and its shareholders as a whole.

2. To approve the increase of the authorized share	1,454,062,397	0
capital of the Company from HK$400,000,000 to	(100%)	(0%)
HK$600,000,000 by the creation of 4,000,000,000
unissued Shares of HK$0.05 each; and to authorize
the Directors to, for and on behalf of the Company,
execute all such documents, instruments and
agreements, and do all such acts or things, as they
may consider necessary, desirable or expedient to
give effect to the above increase of share capital and
matters connected therewith.

Please refer to the Notice and the Circular for the details of the above resolutions.

- 3 -

As more than 50% of votes were cast in favour of the ordinary resolutions nos. 1 and 2 set out above at the SGM, all the above proposed resolutions were duly passed as ordinary resolutions of the Company.

By order of the Board

Sheng Yuan Holdings Limited

Liu Yang

Chairman of the Board

Hong Kong, 14 May 2021

As at the date of this announcement, the board of director of the Company consists of Mr. Liu Yang, Mr. Zhou Quan and Mr. Zhao Yun (all being executive directors), Mr. Huang Shuanggang (being a non-executive director), Mr. Zhang Jinfan, Ms. Wen Han Qiuzi and Ms. Huang Qin (all being independent non-executive directors).

- 4 -