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POLL RESULTS OF ANNUAL GENERAL MEETINGHELD ON 28 JUNE 2024

2024-06-28 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) 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.(Incorporated in Bermuda with limited liability) (Stock Code: 8083) POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 28 JUNE 2024 POLL RESULTS OF THE AGM The Board is pleased to announce that all the resolutions set out in the notice of the AGM were duly passed by the Shareholders at the AGM held on 28 June 2024 by way of poll.References are made to the circular (the “Circular”) and the notice of annual general meeting (the “AGM Notice”) dated 4 June 2024 of China Youzan Limited (the “Company”). Unless otherwise indicated capitalized terms used herein shall have the same meanings as those defined in the Circular.The Board is pleased to announce that all the resolutions proposed at the AGM held on 28 June 2024 were duly passed by the Shareholders by way of poll. The poll results at the AGM are as follows: Number of votes (%) ORDINARY RESOLUTIONS (Note) For Against 1. To approve ordinary resolution no. 1 as set out in the notice 16304410106 60000 of the AGM (to consider and approve the audited consolidated (99.99%) (0.01%) financial statements and the reports of the directors of the Company and the auditors of the Company for the year ended 31 December 2023). 1Number of votes (%) ORDINARY RESOLUTIONS (Note) For Against 2. (i) To re-elect Dr. Fong Chi Wah as an independent 16261549439 42920667 non-executive Director. (99.74%) (0.26%) (ii) To r e - e l ec t Mr. Deng Tao a s an i ndependen t 16278653439 25816667 non-executive Director. (99.84%) (0.16%) (iii) To re -e lec t Mr. L i Shaoj ie as an independent 16304410106 60000 non-executive Director. (99.99%) (0.01%) (iv) To author ise the board of d i rec tors to fix the 16304410106 60000 remuneration of the Directors. (99.99%) (0.01%) 3. To appoint Ernst & Young as auditors of the Company and to 16304410106 60000 authorise the board of directors of the Company to fix their (99.99%) (0.01%) remuneration. 4. To approve ordinary resolution no. 4 as set out in the notice of 16259693439 43276667 the AGM (to give a general mandate to the directors to issue (99.73%) (0.27%) shares in the Company). 5. To approve ordinary resolution no. 5 as set out in the notice 16302910106 60000 of the AGM (to give a general mandate to the directors to (99.99%) (0.01%) repurchase shares in the Company). 6. To approve ordinary resolution no. 6 as set out in the notice 16260049439 42920667 of the AGM (to extend the general mandate to issue shares (99.74%) (0.26%) under ordinary resolution no. 4 by adding the number of shares repurchased under ordinary resolution no. 5).Number of votes (%) SPECIAL RESOLUTIONS (Note) For Against 7. To approve special resolution no. 7 as set out in the notice of 16302910106 60000 the AGM (to approve the proposed amendments to the existing (99.99%) (0.01%) bye-laws of the Company and the proposed adoption of the amended and restated bye-laws of the Company). 8. To approve special resolution no. 8 as set out in the notice of 16304410106 60000 the AGM (to approve the proposed change of Company name). (99.99%) (0.01%) Note: The full texts of the resolutions were set out in the AGM Notice. 2As more than 50% of the votes were cast in favour of each of the above ordinary resolutions numbered 1 to 6 and not less than 75% of the votes were cast in favour of each of the above special resolutions numbered 7 and 8 all of the above resolutions were duly passed at the AGM.As at the date of the AGM the total number of issued Shares was 32978308752. Computershare Hong Kong Trustees Limited (in its capacity as the trustee of the share award scheme adopted by the Company on 31 May 2018) held 54639944 Shares representing 0.17% of the issued share capital of the Company as at the date of the AGM was required to abstain and did abstain from voting on the resolutions proposed at the AGM. Accordingly the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions proposed at the AGM was 32923668808. Save as disclosed above there were no Shares entitling the Shareholders to attend and abstain from voting in favour of the resolutions at the AGM as set out in Rule 17.47A of the GEM Listing Rules. No Shareholders were required under the GEM Listing Rules to abstain from voting at the AGM. None of the Shareholders had stated their intention to vote against or to abstain from voting on any of the resolutions at the AGM.The Company’s share registrar in Hong Kong Computershare Hong Kong Investor Services Limited acted as the scrutineer for the purpose of vote-taking of the poll at the AGM.The following directors of the Company attended the AGM in person namely Mr. Zhu Ning Mr. Yu Tao and Dr. Fong Chi Wah while the other directors attended the AGM by electronic means.By order of the Board China Youzan Limited Zhu Ning Chairman Hong Kong 28 June 2024 As at the date of this announcement the Board comprises four executive Directors namely Mr. Zhu Ning Mr. Cui Yusong Mr. Yu Tao and Ms. Ying Hangyan; and three independent non-executive Directors namely Dr. Fong Chi Wah Mr. Deng Tao and Mr. Li Shaojie.This announcement for which the Directors collectively and individually accept full responsibility includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this announcement misleading.This announcement will remain on the Stock Exchange’s website at www.hkexnews.hk on the “LatestListed Company Information” page for at least 7 days from the date of its publication and on the Company’s website at www.chinayouzan.com. 3