Daisho Microline : POLL RESULTS OF THE SPECIAL GENERAL MEETING HELD ON 5 AUGUST 2020

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DAISHO MICROLINE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 0567)

POLL RESULTS OF THE SPECIAL GENERAL MEETING

HELD ON 5 AUGUST 2020

References are made to the announcements dated 23 March, 8 May, 27 May, 15 June, 24 June, 16 July and 22 July 2020 (the "Announcements") and the circular dated 21 July 2020 (the "Circular") of Daisho Microline Holdings Limited (the "Company") in relation to, among others, the Acquisition. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcements and the Circular.

POLL RESULTS OF THE SGM

The Board is pleased to announce, at the SGM held on 5 August 2020, the proposed ordinary resolution (the "Resolution") as set out in the Notice was duly passed by the Shareholders by wall of poll. The Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, was appointed as the scrutineer for the purpose of vote-taking at the SGM.

The poll result in respect of the Resolution based on the voting instructions submitted by Shareholders or proxies present and voting in respect of the Resolution was follows:

		Number of Votes
		(approximate %)
	ORDINARY RESOLUTION
	For	Against
1.	(a) to approve, confirm and ratify the Sale and Purchase	196,812,540	0
	Agreement together with the supplemental agreements,	(100%)	(0%)
	pursuant to which the Purchaser conditionally agreed
	to acquire and the Vendor conditionally agreed to
	sell the Sale Shares, representing 100% of the issued
	share capital of the Target Company, at the Revised
	Consideration of HK$30 million; and (b) to authorise
	any one director of the Company be and is hereby
	authorised to do all such further acts and things and
	to sign and execute all such documents and to take all
	such steps which in his/her opinion may be necessary,
	appropriate, desirable or expedient to implement and/or
	give effects to the transaction contemplated under the
	Sale and Purchase Agreement and in this resolution.#

• Full text of the Resolution is set out in the notice of the SGM dated 21 July 2020.

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As at the date of the SGM, the total number of issued Shares was 576,243,785 Shares. As disclosed in the Circular and as at the date of the SGM, Mr. Ng, being a substantial shareholder of the Company, is interested in 59,576,000 Shares (representing 10.34% of the total number of Shares in issue of the Company). Therefore, Mr. Ng is a connected person of the Company and Mr. Ng and his associates shall abstained from voting in respect of the Resolution at the SGM. Accordingly, the total number of issued shares entitling the Independent Shareholders to attend and vote for or against the proposed Resolution at the SGM was 516,667,785 (representing approximately 89.66% of the issued shares of the Company as at the date of the SGM).

Save as disclosed above, none of the other Shareholders was required under the Listing Rules to abstain from voting at the SGM and there were no shares entitling the Shareholders to attend and abstain from voting in favour of the Resolution at the SGM.

As more than 50% of the votes were casted in favour of the Resolution, the Resolution was duly passed as an ordinary resolution of the Company.

By order of the Board

Daisho Microline Holdings Limited

Cheung Lai Ming

Chairman

Hong Kong, 5 August 2020

As at the date of this announcement, the Board consists of two executive Directors, namely, CHEUNG Lai Ming and LEE Man Kwong, and three independent non-executive Directors, namely, LEUNG King Fai, CHOU Yuk Yan and CHAN Yau Ching, Bob.

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