China All Access : SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO INSIDE INFORMATION IN RESPECT OF A WINDING-UP PETITION

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CHINA ALL ACCESS (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 633)

SUPPLEMENTAL ANNOUNCEMENT

IN RELATION TO

INSIDE INFORMATION IN RESPECT OF A WINDING-UP

PETITION

References are made to the announcement (the "Winding-up Announcement") of China All Access (Holdings) Limited (the "Company") dated 22 February 2021 in relation to insider information in respect of a winding-up petition, the announcements (the "Subscription Announcements") of the Company dated 28 April 2020, 4 May 2020 and 17 November 2020 in relation to the subscription of 420,000,000 new shares under the general mandate granted by the shareholders of the Company to the directors of the Company, and the announcements (the "Disposal Announcements") dated 8 June 2018 and 19 October 2020 and the annual report for the year ended 31 December 2019 published on 27 September 2020 (the "Annual Report") in relation to disposal of the assets pledged by the Purchaser of the VSD. Unless otherwise defined, capitalized terms used herein shall have the same meaning as defined in the Winding-up Announcement, the Subscription Announcements and the Disposal Announcements and the Annual Report.

The Company would like to provide additional information in respect of the Petition.

On 19 February 2021, the Petition was filed in relation to an alleged unpaid amount in the sum of HK$1,451,584,773.03 (comprising of the principal amount of HK$847,080,000.00, establishment fee of HK$101,649,600.00, contractual interest payable of HK$34,254,522.74 and default interest payable of HK$468,600,650.29).

As the promissory note has become due for payment in December 2018, the Company has been in contact with the Petitioner to resolve the outstanding promissory note. The representative of the Subscriber also joined in our latest meeting with the Petitioner in this month to endorse our commitment of resolving the outstanding promissory note. We will continue to negotiate with the Petitioner for an amicable settlement until it is fully resolved. The Company will make further announcement(s) to keep its shareholders and investors informed of any significant developments in relation to the Petition as and when appropriate.

Meanwhile, the completion of the Subscription and the execution of the contract with the Buyer for the Assets are the prominent sources of fund for us to reduce our indebtedness significantly. According to the Subscriber, they are arranging payment of the gross proceeds to us at present. The Buyer is going through internal clearance of the contract which will be sent to us very soon.

We target to complete the Subscription in this month. With regards to the Disposal, the Buyer is keen on completing the transaction by April 2021. We will expedite the process to meet with the Buyer's requirement. Based on our cashflow forecast, they will altogether contribute more than HK$267 million to settle the winding-up petition.

In the event the Subscription and the Disposal could not be completed before the hearing date, we will provide the latest status of these two transactions to the Petitioner and we have also actively looked for other funding sources in the market including but not limited to new issue of shares, issuance of convertible bonds, rights issue for us to work out repayment plan with the Petitioner. But no agreement has been reached.

The Company is endeavouring on completing the two critical tasks mentioned above. We have confident that it will be resolved on or before the hearing date of 26 May 2021. The Petition will also be withdrawn and there will be no more winding-up proceedings against the Company by that time. In view of that, no validation of the winding-up petition is required except for effecting any settlement payment to the Petitioner. In addition, we believe that section 182 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32 of the Laws of Hong Kong) ("Section 182") is engaged only if the subject matter concerns a "disposition of the property of the company", "transfer of shares", or "alteration in the status of the members of the company". We believe that issuing of new shares by the Company would not engage Section 182, as they would not involve any "transfer of shares" or "alteration in the status of the members" of the Company. Hence, a validation order would not be needed to the Company for proceeding with the Share Subscription.

The Company has announced that it will publish its annual results for the year ended 31 December 2020 on 31 March 2021. Meanwhile, we will provide all relevant evidence to satisfy the audit requirement. Should there be any new situation which gives rise to any audit qualification or delay in publication of the annual results in relation to the Petition, we will inform the market promptly.

By order of the Board

China All Access (Holdings) Limited

Shao Kwok Keung

Chief Executive Officer

Hong Kong, 12 March 2021

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