UMP Healthcare : Poll Results of the Extraordinary General Meeting held on 15 January 2019

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POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 15 JANUARY 2019

At the extraordinary general meeting (the "EGM") of UMP Healthcare Holdings Limited (the "Company") held on Tuesday, 15 January 2019, the proposed resolution as set out in the notice of the EGM dated 24 December 2018 were taken by poll. The poll results are as follows:

ORDINARY RESOLUTION	NUMBER OF VOTES (%)
	FOR	AGAINST
1(a)the Sale and Purchase Agreement (a copy of which had been marked ''A'', and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; (b) the form of the Shareholders' Agreement (a copy of which had been marked ''B'', and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; (c) the grant by UMP Medical to the Seller, and the performance of the obligations of UMP Medical upon the exercise by the Seller, of the Stage 2 Put Option be and are hereby approved, confirmed and ratified;	428,531,012 (100%)	0 (0%)

(d) the grant by UMP Medical to the Seller, and the performance of the obligations of UMP Medical upon the exercise by the Seller, of the Stage 3 Put Option be and are hereby approved, confirmed and ratified; (e) the grant by UMP Medical to the Seller, and the performance of the obligations of UMP Medical upon the exercise by the Seller, of the CoC Put Option be and are hereby approved, confirmed and ratified; (f) conditional upon the Stock Exchange granting the approval of the listing of, and the permission to deal in, the Post-closing Consideration Shares, the allotment and issue of the Post-closing Consideration Shares credited as fully paid to the Seller pursuant to the Sale and Purchase Agreement be and is hereby approved, confirmed and ratified and that any one or more of the Directors be and is hereby authorised to allot and issue the Post-closing Consideration Shares in accordance with the terms of the Sale and Purchase Agreement and to take all steps as he/she or they may consider necessary, desirable or expedient to implement or give effect to the allotment and issue of the Post-closing Consideration Shares; and (g) any one or more of the Directors be and is hereby authorised to sign and execute such other documents or supplemental agreements or deeds for and on behalf of the Company or any other member of the Group and to do all such things and take all such actions as he or they may consider necessary, desirable or expedient for the purpose of carrying out or giving effect to or otherwise in connection with the Sale and Purchase Agreement, the Shareholders' Agreement the Stage 2 Put Option, the Stage 3 Put Option, the CoC Put Option and the transactions contemplated thereunder.

As a majority of the votes were cast in favour of the above resolution, the resolution was duly passed as ordinary resolution.

Notes:

• (a) As at the date of the EGM, the total number of shares of the Company in issue was 757,218,000 shares.

• (b) The total number of shares of the Company entitling the holder to attend and vote on the resolution at the EGM was 757,218,000 shares.

• (c) There were no shares entitling the holder to attend and abstain from voting in favour of the resolution at the EGM as set out in rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

• (d) No shareholder of the Company was required under the Listing Rules to abstain from voting on the resolution at the EGM.

• (e) None of the shareholders of the Company have stated their intention in the Company's circular dated 24 December 2018 to vote against or to abstain from voting on the resolution at the EGM.

• (f) The Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, acted as the scrutineer for the vote-taking at the EGM.

By Order of the Board

UMP Healthcare Holdings Limited

MA Hoi Wan

Company Secretary

Hong Kong, 15 January 2019

As at the date of this announcement, the board of directors of the Company comprises Dr. SUN Yiu Kwong as Chairman, Chief Executive Officer and executive director, Ms. KWOK Cheuk Kwan, Jacquen, as managing director and executive director, Mr. TSANG On Yip, Patrick, Dr. SUN Man Kin, Michael, Mr. LEE Kar Chung, Felix and Dr. LEE Pak Cheung, Patrick as executive directors, and Mr. LEE Luen Wai, John BBS JP, Dr. LI Kwok Tung, Donald SBS JP and Mr. YEUNG Wing Sun, Mike as independent non-executive directors.