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. Legend Holdings Corporation (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 3396) Poll Results of 2015 Annual General Meeting and Date of Distribution of Final Dividends The AGM of the Company was held at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the PRC on Thursday, June 2, 2016, at which all resolutions set out below were duly passed by way of poll. The Company will distribute the final dividends in the form of cash on Friday, July 15, 2016 to shareholders whose names appear on the register of members of the Company on Monday, June 13, 2016. The 2015 final dividend is RMB0.22 (before tax) per ordinary share. Convening and Holding of and Attendance at the Annual General Meeting The 2015 annual general meeting (the AGM ) of Legend Holdings Corporation (the Company ) was held at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the People s Republic of China (the PRC ) on Thursday, June 2, 2016. The AGM was convened by the board of directors of the Company (the Board ) and presided by Mr. ZHU Linan, Executive Director and President of the Company, who was elected by more than one-half of the Board. Voting at the AGM was conducted by poll. The convening and holding of the AGM was in compliance with the requirements of the laws and regulations of the PRC, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) and the articles of association of the Company. 1
To the best knowledge, information and belief of the Board having made all reasonable enquiries, there was no restriction on any shareholder to vote on the resolutions at the AGM, and no shareholder has any material interest in the matters considered at the AGM and thus was required to abstain from voting at the AGM. There were no shares entitling the holders to attend and vote only against any of the resolutions proposed at the AGM, and no party has stated its intention in the circular dated April 15, 2016 to vote against or to abstain from voting on any of the resolutions proposed at the AGM. Poll Results at the AGM As at the date of the AGM, the total number of issued shares of the Company was 2,356,230,900 shares, which was the total number of shares entitling the holders to attend and vote on the resolutions at the AGM, including 1,964,376,910 domestic shares and 391,853,990 H shares. Shareholders and proxies attending the AGM, holding an aggregate of 2,015,813,086 voting shares of the Company, represented approximately 85.55% of the total issued share capital of the Company as at the date of the AGM. At the AGM, the following resolutions were considered and passed by way of poll and the poll results were set out as below: Ordinary resolutions 1. To consider and approve the directors report of the Company for the year ended December 31, 2015. 2. To consider and approve the supervisors report of the Company for the year ended December 31, 2015. 3. To consider and approve the audited financial statements and independent auditor s report of the Company and its subsidiaries for the year ended December 31, 2015. 4. To consider and approve the profit distribution plan of the Company for the year ended December 31, 2015. 5. To confirm the remuneration of the directors and supervisors of the Company for the year ended December 31, 2015. Number of votes and its percentage of total voting shares at the AGM For Against Abstain 2,005,826,986 100 9,986,000 (99.504612%) (0.000005%) (0.495383%) 2,005,826,986 100 9,986,000 (99.504612%) (0.000005%) (0.495383%) 2,011,237,586 100 4,575,400 (99.773020%) (0.000005%) (0.226975%) 2,011,237,586 100 4,575,400 (99.773020%) (0.000005%) (0.226975%) 2,005,798,371 5,417,200 4,597,515 (99.503192%) (0.268736%) (0.228072%) 2
Ordinary resolutions 6. To consider and approve the reappointment of PricewaterhouseCoopers as the independent auditor of the Company for the year 2016 to hold office until the conclusion of the 2016 annual general meeting of the Company and to authorize the Board of the Company to determine their remuneration. Special resolutions 7. To consider and approve the Plan for the Restricted Share Incentive Scheme. 8. To consider and approve the granting of a general mandate to the Board to allot, issue and deal with additional shares. 9. To consider and approve the granting of a general mandate to the Board to issue debt financing instruments. Number of votes and its percentage of total voting shares at the AGM For Against Abstain 2,008,654,171 2,583,515 4,575,400 (99.644862%) (0.128163%) (0.226975%) Number of votes and its percentage of total voting shares at the AGM For Against Abstain 2,001,593,138 4,233,948 9,986,000 (99.294580%) (0.210037%) (0.495383%) 1,992,375,065 13,452,021 9,986,000 (98.837292%) (0.667325%) (0.495383%) 2,005,820,386 6,700 9,986,000 (99.504284%) (0.000333%) (0.495383%) As more than one-half of the votes were cast in favour of each of the ordinary resolutions 1 to 6 above, these ordinary resolutions were duly passed. As more than two-thirds of the votes were cast in favour of each of the special resolutions 7 to 9 above, these special resolutions were duly passed. Computershare Hong Kong Investor Services Limited ( Computershare ), the H share registrar of the Company, was appointed by the Company as the scrutineer for vote-taking at the AGM, and calculated the poll results above following the collection of voting slips completed and signed. 3
Distribution of Final Dividends As approved by shareholders at the AGM, the Board is pleased to announce the following details in relation to the distribution of final dividends for the year ended December 31, 2015: The Company will distribute the final dividends on Friday, July 15, 2016 to shareholders whose names appear on the register of members of the Company on Monday, June 13, 2016. Based on the total number of issued shares of 2,356,230,900 shares as at December 31, 2015 and the dividend of RMB0.22 (before tax) per ordinary share, the total final dividends amounted to approximately RMB518,000,000. The dividends will be paid in Renminbi to holders of domestic shares and in Hong Kong dollars to holders of H shares. As the average selling price for Renminbi to Hong Kong dollars released by the People s Bank of China for a calendar week before June 2, 2016 was RMB0.8459: HK$1.00, the amount of final dividend per H share is HK$0.26 (before tax). The Company has appointed Wing Lung Bank (Trustee) Limited as the receiving agent (the Receiving Agent ) in Hong Kong which will receive the 2015 final dividends declared by the Company on behalf of the holders of H shares. The 2015 final dividends will be paid by the Receiving Agent and the dividend warrants will be posted by Computershare by ordinary post to holders of H shares who are entitled to receive the 2015 final dividends at their own risks on Friday, July 15, 2016. Notice to Shareholders (1) Holders of domestic shares The Company will not process registration of transfers of domestic shares from Wednesday, June 8, 2016 to Monday, June 13, 2016 (both days inclusive). In order to be entitled to the final dividend for the year 2015, holders of domestic shares shall deliver the transfer documents accompanied by the relevant share certificate to the Company at B-17, Raycom Info Tech Park, No. 2 Ke Xue Yuan South Road, Haidian District, Beijing, the PRC not later than 4:30 p.m. on Tuesday, June 7, 2016. According to the relevant requirements under the Individual Income Tax Law of the PRC, the Company will withhold and pay the individual income tax at a rate of 20% for shareholders who are natural persons and whose names appear on the register of members for the domestic shares of the Company on Monday, June 13, 2016. The final dividends for holders of domestic shares without affirmed ownership will be kept temporarily by the Company and distributed upon the confirmation of the ownership. 4
(2) Holders of H shares The Company will not process registration of transfers of H shares from Wednesday, June 8, 2016 to Monday, June 13, 2016 (both days inclusive). In order to be entitled to the final dividend for the year 2015, holders of H shares shall deliver the transfer documents accompanied by the relevant share certificates to the Company s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712 1716, 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, June 7, 2016. According to the Law on Enterprise Income Tax of the PRC and its implementing rules which came into effect on January 1, 2008 and other relevant rules, the Company is required to withhold enterprise income tax at the rate of 10% before distributing the final dividend to non-resident enterprise shareholders as appearing on the register of members for H shares of the Company. Any H shares registered in the name of non-individual registered shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups or organizations will be treated as being held by non-resident enterprise shareholders and therefore shall be subject to the withholding of the enterprise income tax. According to regulations by the State Administration of Taxation (Guo Shui Han [2011] No. 348) and relevant laws and regulations, if the individual holders of H shares are residents of Hong Kong or Macau or those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of these shareholders. If the individual holders of H shares are residents of those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of less than 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of these shareholders. If these shareholders require the PRC tax authorities to claim refund of overpaid tax fees through the Company in accordance with the relevant requirements of the announcement [2015] No. 60 of State Administration of Taxation, they shall submit reports and information as stipulated in section VII of the announcement [2015] No. 60 of State Administration of Taxation, and supplement the condition of enjoying the treatment of treaties. If the individual holders of H shares are residents of those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of more than 10% but less than 20%, the Company will withhold and pay individual income tax at the actual tax rate stipulated in the relevant tax treaty. If the individual holders of H shares are residents of those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of 20%, or those countries which have not entered into any tax treaties with the PRC, or under any other circumstances, the Company will withhold and pay individual income tax at the rate of 20% on behalf of these shareholders. 5
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shanghai- Hong Kong Stock Connect ( ) (Cai Shui [2014] No. 81), for dividends received by domestic individual investors from investing in H shares listed on The Stock Exchange of Hong Kong Limited through Shanghai-Hong Kong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in H shares listed on The Stock Exchange of Hong Kong Limited through Shanghai-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves. The Company will determine the residency status of the individual H shareholders based on the registered address as recorded in the register of members of H shares of the Company on Monday, June 13, 2016 (the Registered Address ). If the residency status of any individual H shareholder is not in consistency with that indicated Registered Address, such individual H shareholder shall notify the Company s H share registrar not later than 4:30 p.m. on Tuesday, June 7, 2016, and provide relevant supporting documents to the Company s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong. Any individual H shareholder who fails to provide relevant supporting documents within the time period stated above may either personally or appoint an agent to handle the relevant procedures in accordance with the requirements under the tax treaty notice. The Company assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or tax treatment of the individual H shareholders and for any claims arising from any delay in or inaccurate determination of the tax status or tax treatment of the individual H shareholders or any disputes over the withholding mechanism or arrangements. By order of the Board Legend Holdings Corporation NING Min Joint Company Secretary Beijing, June 2, 2016 As at the date of this announcement, the Executive Directors of the Company are Mr. LIU Chuanzhi, Mr. ZHU Linan and Mr. ZHAO John Huan; the Non-executive Directors of the Company are Mr. WU Lebin, Mr. WANG Jin and Mr. LU Zhiqiang; and the Independent Non-executive Directors of the Company are Mr. MA Weihua, Mr. ZHANG Xuebing and Ms. HAO Quan. 6