THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Great Wall Terroir Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

Great Wall Terroir Holdings Limited 長城天下控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 524)

(1) GENERAL MANDATES TO ISSUE SHARES AND TO

REPURCHASE SHARES;

(2) REFRESHMENT OF THE SCHEME MANDATE LIMIT;

  • (3) RE-ELECTION OF RETIRING DIRECTORS

    AND

  • (4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at SOHO 2, 6/F, IBIS Hong Kong Central and Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Tuesday, 31 May 2022 at 3:00 p.m. is set out on pages 16 to 22 of this circular.

If you are not able to attend and/or vote at the meeting in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish and in such event, the form of proxy shall be deemed to be revoked.

Subject to the development of coronavirus disease 2019 (COVID-19), the Company may implement changes and further precautionary measures in convening the AGM and may issue further announcement on such measures as appropriate.

27 April 2022

CONTENTS

Page

Definitions ...............................................................

1

Letter from the Board ......................................................

4

Appendix I

  • - Explanatory Statement ..................................... 10

    Appendix II

  • - Biographical Details of the

Retiring Directors offered for Re-election .................... 14

Notice of AGM ............................................................ 16

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"

the annual general meeting of the Company to be held at

SOHO 2, 6/F, IBIS Hong Kong Central and Sheung Wan

Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong

Kong on Tuesday, 31 May 2022 at 3:00 p.m., and any

adjournment thereof

"Board"

the board of Directors

"Bye-laws"

the bye-laws of the Company as may be amended from time

to time

"Beta Dynamic"

Beta Dynamic Limited, a company incorporated in the

British Virgin Islands with limited liability and wholly and

beneficially owned by Mr. Cheung Siu Fai

"close associate(s)"

has the same meaning ascribed to it under the Listing Rules

"Companies Act"

The Companies Act 1981 of Bermuda, as amended,

supplemented and/or otherwise modified from time to time

"Company"

Great Wall Terroir Holdings Limited, a company

incorporated in Bermuda with limited liability and the

shares of which are listed on the Main Board of the Stock

Exchange (stock code: 524)

"core connected persons(s)"

has the same meaning ascribed to it under the Listing Rules

"Director(s)"

the director(s) of the Company

"Existing Scheme

105,028,000 Shares, being the maximum number of Shares

Mandate Limit"

that may be allotted and issued pursuant to the exercise of

Options, which was approved by the Shareholders at the

annual general meeting of the Company held on 28 June

2018

"Group"

the Company and its subsidiaries

DEFINITIONS

"HK$"

Hong Kong dollar(s), the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

"Issue Mandate"

the proposed mandate to allot, issue and deal with

additional Shares not exceeding 20% of the issued share

capital of the Company as at the date of passing the

resolution approving the said mandate

"Latest Practicable Date"

21 April 2022, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

for inclusion in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"Options"

share option(s) to subscribe for Shares pursuant to the

Share Option Scheme

"Repurchase Mandate"

the proposed mandate to exercise the power of the

Company to repurchase Shares up to a maximum of 10% of

the issued share capital of the Company as at the date of the

resolution approving the said mandate

"Scheme Mandate Limit"

the 10% limit on grant of Options by the Company under

the Share Option Scheme and any other share option

scheme(s) of the Company

"SFO"

the Securities and Futures Ordinance, Cap. 571, Laws of

Hong Kong

"Shareholder(s)"

holder(s) of the Shares

"Share(s)"

ordinary share(s) of HK$0.01 each in the share capital of

the Company

"Share Option Scheme"

the share option scheme of the Company adopted by the

Shareholders at the annual general meeting of the Company

held on 28 June 2018

DEFINITIONS

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"substantial shareholder(s)"

has the same meaning ascribed to it under the Listing Rules

"Takeovers Code"

the Code on Takeovers and Mergers and Share Buy-backs

issued by the Securities and Futures Commission

"%"

per cent.

- 3 -

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Great Wall Belt & Road Holdings Limited published this content on 26 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2022 09:59:10 UTC.