China All Access : PROFIT WARNING AND NOTICE OF BOARD MEETING

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.

中 國 全 通 (控 股) 有 限 公 司

CHINA ALL ACCESS (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 633)

PROFIT WARNING AND

NOTICE OF BOARD MEETING

PROFIT WARNING

References are made to the announcement of China All Access (Holdings) Limited (the "Company", together with its subsidiaries, the "Group") in relation to a possible subscription dated 11 July 2019 (the "Rule 3.2 Announcement") and the monthly update announcements of the Company in relation to monthly update on the possible subscription dated 9 August 2019, 10 September 2019, 10 October 2019, 8 November 2019, 9 December 2019, 9 January 2020, 7 February 2020, 6 March 2020, 6 April 2020, 5 May 2020, 5 June 2020, 6 July 2020 and 7 August 2020. Capitalised terms used in this announcement shall have the same meanings as those defined in the Rule 3.2 Announcement unless the context herein requires otherwise. This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").

The board (the "Board") of directors (the "Director(s)") of the Company wishes to inform the shareholders of the Company (the "Shareholders") and potential investors that, based on a preliminary review of the unaudited consolidated management accounts of the Group for the six months ended 30 June 2020 and assessment of the information currently available, the Group is expected to record a net loss of not less than RMB254 million for the six months ended 30 June 2020 as compared to a net loss of approximately RMB514 million for the six months ended 30 June 2019, the lessened of the net loss was mainly attributable to the (1) increase in gross profit from operation; (2) decrease in impairment loss on financial assets; and (3) decrease in finance costs on interest bearing borrowings.

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As the Company is still in the process of finalising the results of the Group for the six months ended 30 June 2020, the information contained in this announcement is only a preliminary assessment by the Board based on the latest information currently available, and is not based on any data or information which is finalised, audited or reviewed by the auditors of the Company.

Following the Company's publication of the Rule 3.2 Announcement, the Company is required to comply with the relevant requirements under the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code"). The profit warning information (the

• Profit Warning Information") included in this announcement is regarded as a profit forecast under Rule 10 of the Takeovers Code and is required to be reported on by the Company's financial advisers and its accountants or auditors in accordance with Rule 10.4 of the Takeovers Code. Since this announcement is required to be made pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the SFO, which require the Company to disclose any inside information as soon as practicable and given the time constraints, the Company has encountered genuine practical difficulties (time-wise or otherwise) in meeting the requirements set out in Rule 10.4 of the Takeovers Code.

Pursuant to Practice Note 2 of the Takeovers Code, the reports from the Company's financial adviser and auditors or consultant accountants on the profit forecasts are required to be included in the next document to be sent to the Shareholders. As the unaudited interim results announcement of the Company for the six months ended 30 June 2020 is expected to be published in August 2020, which is envisaged to be prior to the despatch of the next document to be sent to the Shareholders i.e. the circular in relation to the Possible Subscription and the possible application for whitewash waiver under the Takeovers Code, the requirement of Rule 10 of the Takeovers Code to report on the Profit Warning Announcement is expected to be superseded by the publication of the unaudited interim results of the Company.

Shareholders and potential investors should note that the Profit Warning Information does not meet the standard required by Rule 10 of the Takeovers Code and has not been reported on in accordance with the Takeovers Code. Shareholders and potential investors are advised to exercise caution in placing reliance on the Profit Warning Information when dealing in the securities of the Company.

There is no assurance that the Possible Subscription will materialise or eventually be consummated. Shareholders and potential investors of the Company should exercise extreme caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional adviser(s).

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NOTICE OF BOARD MEETING

The Board of Directors of China All Access (Holdings) Limited hereby announces that a meeting of the Board will be held on Monday, 31 August 2020 for the purpose of, among other matters, approving the unaudited interim results of the Company and its subsidiaries for the six months ended 30 June 2020, the publication of the relevant results announcement on the websites of The Stock Exchange of Hong Kong Limited and the Company, and considering the declaration of an interim dividend, if any.

By order of the Board

China All Access (Holdings) Limited

Shao Kwok Keung

Chief Executive Officer

Hong Kong, 24 August 2020

As at the date of this announcement, the executive Directors are Mr. Chan Yuen Ming and Mr. Shao Kwok Keung; the non-executive Director is Mr. Bao Tiejun; and the independent non-executive Directors are Mr. Wong Che Man Eddy, Mr. Lam Kin Hung Patrick and Mr. Tam Sui Kwan.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement contained in this announcement misleading.

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