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(Incorporated in Cayman Islands with limited liability)

(Stock Code: 698) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 1 JUNE 2012

The Board is pleased to announce that at the AGM, all the resolutions as set out in the Notice were duly passed by the Shareholders by way of poll.
Reference is made to the circular (the "Circular") of Tongda Group Holdings Limited (the "Company") and the notice (the "Notice") of the annual general meeting dated 24 April 2012. 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 AGM

At the AGM held on 1 June 2012, all proposed resolutions as set out in the Notice were taken by poll. The Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, was appointed as the scrutineer at the AGM for the purpose of vote-taking.
As at the AGM date, the total number of issued Shares in the Company was 4,683,300,000 Shares, which was the total number of Shares entitling the Shareholders to attend and vote for or against the ordinary resolutions at the AGM. A total of 2,959,490,000 Shares were held by the Shareholders who have attended and voted for or against the resolutions at the AGM. No Shareholder was entitled to attend and vote only against any resolutions at the AGM.
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The Board is pleased to announce that all the proposed resolutions were duly passed by the Shareholders by way of poll at the AGM. The poll results in respect of each of the resolutions were as follow:

ORDINARY RESOLUTIONS

Number of Votes (%)

ORDINARY RESOLUTIONS

For

Against

1.

To receive and consider the audited accounts and the reports of the directors and auditors for the year ended

31st December, 2011.

2,959,490,000 (100%)

0

(0%)

2.

(a) T o re-elect Mr. Wang Ya Hua as an executive director of the Company;

2,950,840,000 (99.7077%)

8,650,000 (0.2923%)

(b) To re-elect Mr. Cheung Wah Fung, Christopher as an independent non-executive director of the Company;

2,959,490,000 (100%)

0

(0%)

(c) To re-elect Dr. Yu Sun Say as an independent non- executive director of the Company;

2,959,490,000 (100%)

0

(0%)

(d) To authorise the Board of Directors to determine the remuneration of the Directors.

2,874,970,000 (97.1684%)

83,780,000 (2.8316%)

3.

To re-appoint the Company's auditors and to authorise the board of directors to determine their remuneration.

2,959,490,000 (100%)

0

(0%)

4.

To declare and approve a final dividend of HK1 cent per

Share for the year ended 31st December, 2011.

2,959,490,000 (100%)

0

(0%)

5.

(A) To grant an unconditional mandate to the directors to issue and allot additional shares not exceeding 20% of the issued share capital of the Company.

2,696,020,000 (91.0975%)

263,470,000 (8.9025%)

(B) To grant an unconditional mandate to the directors to repurchase the shares of the Company not exceeding

10% of the issued share capital of the Company.

2,958,750,000 (100%)

0

(0%)

(C) To extend the mandate granted under resolution No.

5(A) by including the number of shares repurchased by the Company pursuant to resolution No. 5(B).

2,695,380,000 (91.0758%)

264,110,000 (8.9242%)

SPECIAL RESOLUTION

6.

To consider and approve the resolution of amending the respective provisions of the Articles of Association.

2,959,490,000 (100%)

0

(0%)

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As more than 50% of the votes were cast in favour of each of the resolutions, all the resolutions were duly passed as ordinary resolutions of the Company.
By order of the Board

Tongda Group Holdings Limited WANG YA NAN

Chairman

Hong Kong, 1 June 2012

As at the date of this announcement, the executive Directors are Messrs Wang Ya Nan, Wang Ya Hua, Wong Ah Yu, Wong Ah Yeung, Choi Wai Sang, Wang Ming Che, and independent non-executive Directors are Dr. Yu Sun Say, GBS, SBS, JP, Mr. Ting Leung Huel Stephen and Mr. Cheung Wah Fung, Christopher, JP.

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