Computime Group LimitedHKEX: 320

Poll results of the annual general meeting held on 14 september 2016 and adoption of new share option scheme

· Issued by Computime Group Limited

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.

COMPUTIME GROUP LIMITED

金寶通集團有限公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 320) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 14 SEPTEMBER 2016 AND ADOPTION OF NEW SHARE OPTION SCHEME

The Board is pleased to announce that:

  1. All the resolutions proposed at the AGM held on 14 September 2016 were duly passed.

  2. The Company has adopted the New Scheme at the AGM in accordance with Chapter 17 of the Listing Rules.

POLL RESULTS

The board of directors (the "Board") of Computime Group Limited (the "Company") is pleased to announce that at the annual general meeting of the Company held on 14 September 2016 (the "AGM"), all the resolutions were duly passed by the shareholders of the Company by way of poll voting. The poll results are as follows:

ORDINARY RESOLUTIONS

Number of votes (%) (Note(a))

For

Against

1.

To consider and receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 March 2016.

371,204,192

(97.958000%)

7,738,000

(2.042000%)

2.

To declare a final dividend of HK$0.058 per share for the year ended 31 March 2016.

378,942,192

(100.000000%)

0

(0.000000%)

ORDINARY RESOLUTIONS

Number of votes (%) (Note(a))

For

Against

3.

To re-elect Mr. Kam Chi Chiu, Anthony as a non-executive

371,152,320

7,789,972

director of the Company.

(97.944285%)

(2.055715%)

4.

To re-elect Mr. Wong Chun Kong as a non-executive

371,152,320

7,789,872

director of the Company.

(97.944311%)

(2.055689%)

5.

To re-elect Mr. Patrick Thomas Siewert as an independent

371,152,320

7,789,872

non-executive director of the Company.

(97.944311%)

(2.055689%)

6.

To authorize the Board to fix the respective directors'

371,204,192

7,738,000

remuneration.

(97.958000%)

(2.042000%)

7.

To re-appoint Messrs. Ernst & Young as auditors of the Company and to authorize the Board to fix auditors' remuneration.

371,204,192

(97.958000%)

7,738,000

(2.042000%)

8.

To grant a general mandate to the directors of the Company

371,204,192

7,738,000

to repurchase the Company's own shares not exceeding

10% of the total number of issued shares of the Company as

(97.958000%)

(2.042000%)

at the date of passing of this resolution.

9.

To grant a general mandate to the directors of the Company

370,276,320

8,665,872

to allot, issue and deal with new shares of the Company

not exceeding 20% of the total number of issued shares of

(97.713141%)

(2.286859%)

the Company as at the date of passing of this resolution.

10.

Conditional upon the passing of resolutions nos. 8 and 9,

370,276,320

(97.713141%)

8,665,872

(2.286859%)

to extend the general mandate granted to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company by the total number of shares

repurchased by the Company.

11.

To approve and adopt a new share option scheme of the

370,276,320

8,665,872

Company (the "New Scheme", the principal terms of which

are set out in the Company's circular dated 25 July 2016

(the "Circular")) and to authorize the Board to administer

the New Scheme, to grant options thereunder, to allot, issue

(97.713141%)

(2.286859%)

and deal with the shares of the Company pursuant to the

exercise of any option granted thereunder and to take such

acts as may be necessary or expedient.

Notes:

  1. The number and percentage of votes are based on the total number of shares of the Company voted by the shareholders of the Company at the AGM in person or by proxy.

  2. As all or a majority of the votes were cast in favour of each of the resolutions nos. 1 to 11, all such ordinary resolutions were duly passed.

  3. The total number of shares of the Company in issue as at the date of the AGM: 836,420,000 shares.

  4. The total number of shares of the Company entitling the holder to attend and vote on the resolutions at the AGM: 836,420,000 shares.

  5. The total number of shares of the Company entitling the holder to attend and abstain from voting in favour of the resolutions 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 (the "Listing Rules"): Nil.

  6. The total number of shares of the Company that are required under the Listing Rules to abstain from voting at the AGM: Nil.

  7. None of the shareholders of the Company have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions at the AGM.

  8. Computershare Hong Kong Investor Services Limited, the Company's Branch Share Registrar in Hong Kong, acted as the scrutineer for the vote-taking at the AGM.

ADOPTION OF NEW SHARE OPTION SCHEME

The Board is also pleased to announce that, as set out above, the ordinary resolution approving the adoption of the New Scheme, made in accordance with Chapter 17 of the Listing Rules and the principal terms of which are set out in the Circular, was duly passed by the shareholders of the Company at the AGM.

By Order of the Board

Computime Group Limited Auyang Ho

Chairman

Hong Kong, 14 September 2016

As at the date of this announcement, the Board comprises the following directors:

Executive Directors:

Mr. Auyang Ho (Chairman)

Dr. Owyang King (Chief Executive Officer)

Mr. Au Hing Lun, Dennis (Deputy Chief Executive Officer)

Non-executive Directors:

Mr. Kam Chi Chiu, Anthony Mr. Arvind Amratlal Patel Mr. Wong Chun Kong

Independent Non-executive Directors:

Mr. Luk Koon Hoo

Mr. Patrick Thomas Siewert

Mr. Cheung Ching Leung, David

* For identification purposes only