Shanghai Dasheng Agrcltr Fin Tech : Announcements and Notices - POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING, THE H SHAREHOLDERS CLASS MEETING AND THE DOMESTIC SHAREHOLDERS CLASS MEETING HELD ON 20 JANUARY 2017

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.

This announcement is for information purpose only and does not constitute an invitation to purchase or offer to sell, dispose, acquire, purchase, take up or subscribe for any securities of the Company in the United States or any other jurisdiction and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1103) POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING, THE H SHAREHOLDERS CLASS MEETING AND THE DOMESTIC SHAREHOLDERS CLASS MEETING HELD ON 20 JANUARY 2017

The Board is pleased to announce that the EGM, the H Shareholders Class Meeting and the Domestic Shareholders Class Meeting were held on 20 January 2017, and each of the resolutions proposed at the respective meetings was duly passed as a special resolution by way of poll.

1. INTRODUCTION

   Reference is made to (a) the announcement of Shanghai Dasheng Agriculture Finance Technology Co., Ltd. (the "Company") dated 12 October 2016 in relation to, among other things, the proposed issue of the Corporate Bonds; (b) the announcement of the Company dated 27 October 2016 in relation to, among other things, the Subscription, the Placing and the proposed amendments to the Articles; (c) the announcement of the Company dated 11 November 2016 in relation to, among other things, the Supplemental Subscription Agreement and the Supplemental Placing Agreement; (d) the circular of the Company dated 5 December 2016 (the "Circular"); (e) the notice of the EGM issued to the Shareholders dated 5 December 2016 (the "EGM Notice"); (f) the notice of the H Shareholders Class Meeting issued to the H Shareholders dated 5 December 2016 (the "H Shareholders Class Meeting Notice"); and

   (g) the notice of the Domestic Shareholders Class Meeting issued to the Domestic Shareholders dated 5 December 2016 (the "Domestic Shareholders Class Meeting Notice").

   Unless the context otherwise required, terms defined in this announcement shall have the same meanings as those defined in the Circular.

2. POLL RESULTS OF THE EGM

The EGM was held at 10:30 a.m. on Friday, 20 January 2017 at 35F, Aurora Plaza, No.99 Fu Cheng Road, Pudong New District, Shanghai, the PRC. The Board is pleased to announce that the special resolutions as set out in the EGM Notice were approved by the Independent Shareholders (in the case of resolutions 1 to 3 as set out in the EGM Notice) and the Shareholders (in the case of resolutions 4 to 8 as set out in the EGM Notice) by way of poll, and the poll results in respect of the resolutions were as follows:

SPECIAL RESOLUTIONS		Number of votes (Approximate %)		Total Votes
		For	Against
1.	To consider, approve and ratify the	496,360,500	2,911,000	499,271,500
	subscription agreement dated 27	(99.416950%)	(0.583050%)
	October 2016 (the "Subscription
	Agreement") and its supplemental
	agreement dated 11 November 2016
	(the "Supplemental Subscription
	Agr eement ") entered into
	between the Company, Shenzhen
	Dasheng Agricultural Group Co.
	Ltd. ("Shenzhen Dasheng") and
	Zhenjiang Runde Equity Investment
	Fund Ltd. ("Zhenjiang Runde")
	pursuant to which each of Shenzhen
	Dasheng and Zhenjiang Runde
	(together the "Subscribers") has
	conditionally agreed to subscribe for
	and the Company has conditionally
	agreed to issue an aggregate of
	1,000,000,000 new Domestic Shares
	(the "Subscription Shares") at the
	subscription price of RMB0.5708
	(equivalent to HK$0.65) per
	Subscription Share, and all the
	transactions contemplated under
	the Subscription Agreement and
	the Supplemental Subscription
	Agreement (altogether the
	"Subscription").

SPECIAL RESOLUTIONS		Number of votes (Approximate %)		Total Votes
		For	Against
2.	To consider and approve the grant of a specific mandate to issue the Subscription Shares at the subscription price of RMB0.5708 (equivalent to HK$0.65) per Subscription Share upon completion of the Subscription to the Subscribers pursuant to the Subscription Agreement and the Supplemental Subscription Agreement.	496,360,500 (99.416950%)	2,911,000 (0.583050%)	499,271,500
3.	To authorise any director of the Company to implement and take all steps and to do all acts and things which in his opinion may be necessary or desirable to give effect and/or to complete or in connection with the Subscription Agreement, the Supplemental Subscription Agreement and transactions contemplated thereunder.	496,360,500 (99.416950%)	2,911,000 (0.583050%)	499,271,500
4.	To consider, approve and ratify the	5,098,269,500	2,000	5,098,271,500
	placing agreement dated 27 October	(99.999961%)	(0.000039%)
	2016 (the "Placing Agreement") and
	its supplemental agreement dated 11
	November 2016 (the "Supplemental
	Placing Agreement") entered into
	between the Company and Zhongtai
	International Capital Limited (the
	"Placing Agent") pursuant to which
	the Company has conditionally
	agreed to place through the Placing
	Agent, on a best efforts basis, of
	up to 1,500,000,000 H Shares (the
	"Placing Shares") in up to two
	tranches at the placing price of not
	less than HK$0.65 per Placing Share,
	and all the transactions contemplated
	under the Placing Agreement
	(altogether the "Placing").

SPECIAL RESOLUTIONS		Number of votes (Approximate %)		Total Votes
		For	Against
5.	To consider and approve the grant of a specific mandate to issue the Placing Shares at the placing price of not less than HK$0.65 per Placing Share upon completion of the Placing Agreement to the placees pursuant to the Placing Agreement and the Supplemental Placing Agreement.	5,098,269,500 (99.999961%)	2,000 (0.000039%)	5,098,271,500
6.	To authorise any director of the Company to implement and take all steps and to do all acts and things which in his opinion may be necessary or desirable to give effect and/or to complete or in connection with the Placing Agreement, the Supplemental Placing Agreement and transactions contemplated thereunder.	5,098,269,500 (99.999961%)	2,000 (0.000039%)	5,098,271,500
7.	To c onsi de r a nd a pprove t he	5,098,269,500	2,000	5,098,271,500
	amendments to the articles of	(99.999961%)	(0.000039%)
	association of the Company (the
	"Articles") as detailed in the circular
	of the Company dated 5 December
	2016 as a result of the change of
	registered capital and shareholding
	structure of the Company due to the
	Subscription and the Placing, and
	submit the amended Articles to the
	relevant authorities of the PRC and
	Hong Kong for approval, filing or
	registration.