Zhuguang : POLL RESULT OF THE SPECIAL GENERAL MEETING HELD ON 11 OCTOBER 2016

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.

ZHUGUANG HOLDINGS GROUP COMPANY LIMITED

珠 光 控 股 集 團 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(Stock Code: 1176) POLL RESULT OF THE SPECIAL GENERAL MEETING HELD ON 11 OCTOBER 2016

The Board is pleased to announce that each of the Resolutions as set out in the notice of the SGM was duly passed by the Shareholders by way of poll at the SGM held on 11 October 2016.

Reference is made to the circular of Zhuguang Holdings Group Company Limited ("Company") dated 23 September 2016 ("Circular"). Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that each of the ordinary resolutions as set out in the notice of the SGM ("Resolutions") was duly passed by the Shareholders by way of poll at the SGM held on 11 October 2016.

As at the date of the SGM, there were a total of 4,818,312,935 Shares in issue. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, none of the Shareholders was required to abstain from voting on any of the Resolutions proposed at the SGM in accordance with the Listing Rules. As such, there were a total of 4,818,312,935 Shares, representing 100% of the issued share capital of the Company as at the date of the SGM, entitling holders thereof to attend and vote on each of the Resolutions at the SGM. None of the Shareholders was entitled to attend and abstain from voting in favour of any of the Resolutions proposed at the SGM according to Rule 13.40 of the Listing Rules. None of the Shareholders has stated his/her/its intention in the Circular to vote against or to abstain from voting on any of the Resolutions proposed at the SGM.

* For identification purpose only

Full text of each of the Resolutions is set out in the notice of the SGM. The poll result of each of the Resolutions is as follows:

Ordinary Resolutions		Number of Votes (%)
		For	Against
1.	To authorise Directors to create and issue warrants, to approve the Warrant Instrument, to authorise Directors to allot and issue the Warrant Shares and to take all such actions as they consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Note Purchase Agreement and all the transactions contemplated thereunder.	3,591,616,533 (100%)	0 (0%)
2.	To approve the increase in authorised share capital of the Company from HK$600,000,000 divided into 6,000,000,000 Shares to HK$1,000,000,000 divided into 10,000,000,000 Shares.	3,591,616,533 (100%)	0 (0%)

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

Guangzhou Zhong Tian CPA Limited* (廣州眾天會計師事務所), was appointed as the scrutineer for the vote-taking at the SGM.

ISSUE OF WARRANTS

The Company has made listing application to the Stock Exchange for the listing of, and permission to deal in, the new Shares to be allotted and issued upon the exercise of the Subscription Rights attached to the First Tranche Warrants and the Second Tranche Warrants in full.

The Company will issue the First Tranche Warrants and the Second Tranche Warrants, representing exercise money of US$61,500,000 (equivalent to HK$479,700,000) in aggregate, to the First Tranche Investors and the Second Tranche Investors on the Warrant Closing Date.

* English name is translated for identification purpose only

Warrants and the Second Tranche Warrants, representing exercise moneys of US$61,500,000 (equivalent to HK$479,700,000) in aggregate, at the initial Strike Price of HK$1.9995 (assuming

(a) there will be no further changes in the issued share capital of the Company prior to such exercise; and (b) there will be no adjustment to the Strike Price) are as follows:

Immediately after the full exercise of the Subscription Rights attached to the First Tranche As at the date of Warrants and the Second this announcement Tranche Warrants

No. of Shares Approximate % No. of Shares Approximate %

Rong De (Note) 3,139,456,533 65.16 3,139,456,533 62.07

Warrantholders of the First Tranche Warrants and

the Second

Tranche Warrants - - 239,909,977 4.74

Public Shareholders 1,678,856,402 34.84 1,678,856,402 33.19

Total 4,818,312,935 100.00 5,058,222,912 100.00

Note: Rong De is beneficially owned as to 36.00% by Mr. Liao Tengjia, 34.06% by Mr. Chu Hing Tsung and 29.94% by Mr. Chu Muk Chi, each being an executive Director.

If the Company identifies Third Tranche Investor(s) to subscribe for the Third Tranche Notes in full, the Company will issue the Third Tranche Warrants of exercise money of US$13,500,000 (equivalent to HK$105,300,000) to such Third Tranche Investor(s).

Warrants, the Second Tranche Warrants and the Third Tranche Warrants, representing exercise moneys of US$75,000,000 (equivalent to HK$585,000,000) in aggregate, at the initial Strike Price of HK$1.9995 (assuming that (a) there will be no further changes in the issued share capital of the Company prior to such exercise; and (b) there will be no adjustment to the Strike Price) are as follows:

Immediately after the full exercise of the Subscription Rights attached to the First Tranche Warrants, the Second Tranche As at the date of Warrants and the Third this announcement Tranche Warrants

No. of Shares Approximate % No. of Shares Approximate %

Rong De (Note) 3,139,456,533 65.16 3,139,456,533 61.43

Warrantholders of the First Tranche

Warrants, the Second Tranche Warrants and the Third Tranche

Warrants - - 292,573,143 5.72

Public Shareholders 1,678,856,402 34.84 1,678,856,402 32.85

Total 4,818,312,935 100.00 5,110,886,078 100.00

Note: Rong De is beneficially owned as to 36.00% by Mr. Liao Tengjia, 34.06% by Mr. Chu Hing Tsung and 29.94% by Mr. Chu Muk Chi, each being an executive Director.

On behalf of the Board

Zhuguang Holdings Group Company Limited Chu Hing Tsung

Chairman

Hong Kong, 11 October 2016

As at the date of this announcement, the Board comprises Mr. Chu Hing Tsung (alias Mr. Zhu Qing Yi) (Chairman), Mr. Liao Tengjia (Chief Executive Officer), Mr. Huang Jiajue (Deputy Chairman), Mr. Chu Muk Chi (alias Mr. Zhu La Yi) and Ms. Ye Lixia as executive Directors and Mr. Leung Wo Ping JP, Mr. Wong Chi Keung and Dr. Feng Ke as independent non-executive Directors.