Brainhole Technology Limited — Declaration of Voting Results & Voting Rights Announcements 2019

Jun 5, 2019

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.

BRAINHOLE TECHNOLOGY LIMITED 腦 洞科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2203)

POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 5 JUNE 2019

The Board is pleased to announce that all the resolutions proposed were duly passed by the Shareholders by way of poll at the AGM held on 5 June 2019.

Reference is made to the circular (the “ Circular ”) of Brainhole Technology Limited (the “ Company ”) dated 11 April 2019 and all resolutions proposed in the notice (the “ Notice of AGM ”) of the annual general meeting of the Company (the “ AGM ”) contained therein. Unless stated otherwise, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

POLL RESULTS OF THE AGM

The Board is pleased to announce that all the resolutions proposed were duly passed by the Shareholders by way of poll at the AGM held on 5 June 2019.

The Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, was appointed as the scrutineer for the vote-taking at the AGM.

As at the date of the AGM, the total number of issued shares in the Company was 800,000,000 Shares, which was the total number of Shares entitling the Shareholders to attend and vote for or against the ordinary resolutions at the AGM. A total of 599,668,000 Shares were held by the Shareholders who have attended and voted for or against the resolutions at the AGM. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of any of the resolutions at the AGM as set out in Rule 13.40 of the Listing Rules. No Shareholders are required under the Listing Rules to abstain from voting and no parties were indicated in the Circular that they intended to vote against or to abstain from voting on any of the resolutions at the AGM.

The poll results in respect of all the resolutions proposed at the AGM were as follows:

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	Number of votes(Approximate %)	Number of votes(Approximate %)
		For	Against
1.	To receive and consider the audited consolidated financialstatements, the reports of the directors of the Company and theauditors of the Company for the year ended 31 December 2018.	599,668,000(100.00%)	0(0.00%)

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	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	Number of votes(Approximate %)	Number of votes(Approximate %)	Number of votes(Approximate %)
			For	Against
2.	To re-elect Mr. Zhang Liang Johnson as an executive Director.		599,668,000(100.00%)	0(0.00%)
3.	To re-elect Ms. Wan Duo as an executive Director.		599,668,000(100.00%)	0(0.00%)
4.	To re-elect Mr. Xu Liang as an independent non-executiveDirector.		599668000	0(0.00%)
		c r. u ang as an nepenen non-execuve	,,(100.00%)	(0.00%
5.	To re-eleexecutive	ct Mr. Chen Johnson Xi as an independent non-	599,668,000	0(0.00%	)
		Director.	(100.00%)
6.	To re-eleDirector.	ct Ms. Zhang Yibo as an independent non-executive	599,668,000(100.00%)	0(0.00%	)
7.	To authoremunera	rise the board of Directors to fix the Directors’tion for the year ending 31 December 2019.	599,668,000(100.00%)	0(0.00%	)
8.	To re-apCompanyremunera	point SHINEWING (HK) CPA Limited as the’s auditors and to authorise the Board to fix theirtion.	599,668,000(100.00%)	0(0.00%	)
9.	To grantdeal with	a general mandate to the Directors to allot, issue and	599,668,000	0(0.00%	)
		new Shares not exceeding 20% of its issued Shares.	(100.00%)
10.	To grantShares no	a general mandate to the Directors to repurchase	599,668,000	0(0.00%	)
		t exceeding 10% of its issued Shares.	(100.00%)
11.	To extend the general mandate granted to the Directors to allot,issue and deal with new Shares by an amount not exceeding theamount of the Shares repurchased by the Company.	the general mandate granted to the Directors to allot,	599,668,000	0(0.00%
		deal with new Shares by an amount not exceeding thef the Shares repurchased by the Company.	(100.00%)

As more than 50% of the votes were cast in favour of each of the proposed resolutions, all the resolutions were duly passed as ordinary resolutions by way of poll at the AGM.

By order of the Board Brainhole Technology Limited Zhang Liang Johnson Chairman

Hong Kong, 5 June 2019

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Zhang Liang Johnson and Ms. Wan Duo and three independent non-executive Directors, namely Mr. Xu Liang, Mr. Chen Johnson Xi and Ms. Zhang Yibo.

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