Scud : POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 17 JUNE 2019 AND CHANGE OF ADDRESS OF HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

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SCUD GROUP LIMITED

*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01399)

POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON 17 JUNE 2019

AND

CHANGE OF ADDRESS OF HONG KONG BRANCH SHARE REGISTRAR

AND TRANSFER OFFICE

The Board is pleased to announce that all of the proposed resolutions set out in the AGM Notice dated 29 April 2019 were duly passed by the Shareholders by way of poll at the AGM held on 17 June 2019.

The Board hereby announces that with effect from 11 July 2019, the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, will change its address to Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

RESULT OF THE AGM

The board (the "Board") of directors (the "Directors") of SCUD Group Limited (the "Company") is pleased to announce that all of the proposed resolutions set out in the notice (the "AGM Notice") of annual general meeting (the "AGM") of the Company dated 29 April 2019 were duly passed by the holders (the "Shareholders") of the shares (the "Shares") of the Company by way of poll at the AGM held on 17 June 2019.

* For identification purpose only

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Details of the poll results in respect of all of the proposed resolutions at the AGM are as follows:

	ORDINARY RESOLUTIONS	No. of votes (%)	Total number
	FOR	AGAINST	of votes
No.1	To receive and consider the audited consolidated	541,861,017	2,000	541,863,017
	financial statements of the Company and its	(99.99%)	(0.01%)
	subsidiaries and the reports of the Directors and the
	auditors of the Company for the year ended 31
	December 2018.
No.2	To re-elect Ms. Lian Xiu Qin as an executive Director.	541,505,017	358,000	541,863,017
		(99.93%)	(0.07%)
No.3	To re-elect Mr. Feng Ming Zhu as an executive	541,505,017	358,000	541,863,017
	Director.	(99.93%)	(0.07%)
No.4	To re-elect Dr. Ho Chung Tai Raymond as a non-	540,385,017	1,478,000	541,863,017
	executive Director.	(99.73%)	(0.27%)
No.5	To re-elect Mr. Hou Li as a non-executive Director.	541,505,017	358,000	541,863,017
		(99.93%)	(0.07%)
No.6	To re-elect Mr. Heng Ja Wei Victor as an independent	541,287,017	576,000	541,863,017
	non-executive Director.	(99.89%)	(0.11%)
No.7	To re-elect Mr. Lam Yau Yiu as an independent non-	541,861,017	2,000	541,863,017
	executive Director.	(99.99%)	(0.01%)
No.8	To re-elect Dr. Wong Chi Wing as an independent	538,865,017	2,998,000	541,863,017
	non-executive Director.	(99.45%)	(0.55%)
No.9	To authorise the Board to approve and confirm the	541,503,017	358,000	541,861,017
	terms of appointment (including remuneration) for Ms.	(99.93%)	(0.07%)
	Lian Xiu Qin.
No.10	To authorise the Board to approve and confirm the	541,503,017	358,000	541,861,017
	terms of appointment (including remuneration) for Mr.	(99.93%)	(0.07%)
	Feng Ming Zhu.
No.11	To authorise the Board to approve and confirm the	541,503,017	358,000	541,861,017
	terms of appointment (including remuneration) for Dr.	(99.93%)	(0.07%)
	Ho Chung Tai Raymond.
No.12	To authorise the Board to approve and confirm the	541,503,017	358,000	541,861,017
	terms of appointment (including remuneration) for Mr.	(99.93%)	(0.07%)
	Hou Li.
No.13	To authorise the Board to approve and confirm the	541,859,017	2,000	541,861,017
	terms of appointment (including remuneration) for Mr.	(99.99%)	(0.01%)
	Heng Ja Wei Victor.
No.14	To authorise the Board to approve and confirm the	541,859,017	2,000	541,861,017
	terms of appointment (including remuneration) for Mr.	(99.99%)	(0.01%)
	Lam Yau Yiu.

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	ORDINARY RESOLUTIONS	No. of votes (%)	Total number
	FOR	AGAINST	of votes
No.15	To authorise the Board to approve and confirm the	541,859,017	2,000	541,861,017
	terms of appointment (including remuneration) for Dr.	(99.99%)	(0.01%)
	Wong Chi Wing.
No. 16	To re-appoint BDO Limited as auditor and authorise	541,861,017	2,000	541,863,017
	the Board to fix their remuneration.	(99.99%)	(0.01%)
No. 17	To grant a general mandate to the Directors to allot,	529,791,600	12,071,417	541,863,017
	issue and deal with new Shares not exceeding 20% of	(97.77%)	(2.23%)
	the issued Shares.
No. 18	To grant a general mandate to the Directors to	541,859,017	4,000	541,863,017
	repurchase Shares not exceeding 10% of the issued	(99.99%)	(0.01%)
	Shares.
No. 19	To extend the general mandate granted to the Directors	530,671,017	11,192,000	541,863,017
	to allot, issue and deal with new Shares by an amount	(97.93%)	(2.07%)
	not exceeding the amount of the Shares repurchased by
	the Company.
No. 20	To approve and adopt a new share option scheme of	529,851,600	12,011,417	541,863,017
	the Company.	(97.78%)	(2.22%)

As more than 50% of the votes were cast in favour of each of the resolutions numbered 1 to 20, all the resolutions were duly passed by the Shareholders by way of poll as ordinary resolutions of the Company.

As at the date of the AGM, the total number of issued Shares was 1,090,001,246. There were no Shares entitling the holders to attend and abstain from voting in favour at the AGM as set out in rule

13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. There were no Shareholders who were required to abstain from voting on any of the proposed resolutions at the AGM. Accordingly, the total number of Shares entitling the Shareholders to attend and vote for or against all of the resolutions at the AGM was 1,090,001,246.

Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong, was appointed by the Company and acted as the scrutineer for the vote-taking at the AGM.

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CHANGE OF ADDRESS OF HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

The Board hereby announces that with effect from 11 July 2019, the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited (the "Branch Share Registrar"), will change its address from Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong to:

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

All telephone and facsimile numbers of the Branch Share Registrar will remain unchanged.

By order of the Board

SCUD GROUP LIMITED

Ho Chung Tai Raymond

Chairman

Hong Kong, 17 June 2019

As at the date of this announcement, the Board comprises Ms. Lian Xiu Qin and Mr. Feng Ming Zhu being the executive Directors, Dr. Ho Chung Tai Raymond and Mr. Hou Li being the non-executive Directors, and Mr. Heng Ja Wei Victor, Mr. Lam Yau Yiu and Dr. Wong Chi Wing being the independent non-executive Directors.

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