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

(Formerly known as Great Wall Belt & Road Holdings Limited 長城一帶一路控股有限公司)

(Incorporated in Bermuda with limited liability)

(Stock Code: 524)

BUSINESS UPDATE - ESTIMATED RESULTS

The board (the "Board") of directors (the "Director(s)") of Great Wall Terroir Holdings Limited (the "Company", together with its subsidiaries, the "Group") wishes to inform the shareholders of the Company (the "Shareholder(s)") and potential investors that, based on the information currently available to the Company and the preliminary review by the Board on the unaudited management account of the Group for the six months ended 30 June 2021 (the "Period"), which have not been reviewed or audited by the independent auditors and/ or the audit committee of the Company, the Group is expected to record a consolidated loss attributable to the Shareholders for the Period within the range of approximately HK$9.5 million to HK$11.5 million as compared to the consolidated profit attributable to the Shareholders of approximately HK$28.0 million for the six months ended 30 June 2020 (the "Previous Period"). Excluding the impact of an one-off other income of approximately HK$37.2 million for the loss claim against the vendor of Diamond Frontier Investments Limited (a wholly-owned subsidiary of the Company) during the Previous Period (which was disclosed in note 7(c), notes to the consolidated financial statements of the Group's annual report 2020), the consolidated loss attributable to the Shareholders for the Previous Period would have been approximately HK$9.1 million. During the Period, the Group has continued to grow its telecom business achieving a growth in revenue.

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The decline in the financial results of the Group for the Period was principally attributable to the net effect of the following:

  1. the recognition of other income of approximately HK$12.4 million in respect of the reversal of an amount due to a former director, Mr. Yeung Chun Wai Anthony ("Mr. Yeung"), which represented the remaining balance of consideration payable for the purchase of 8,500,000 ordinary shares of SingAsia Holdings Limited, shares of which are listed on The Stock Exchange of Hong Kong Limited (Stock Code: 8293) during the Period on the basis that the Company has been advised by its legal counsel that the chances that Mr. Yeung will be able to compel the Group to make such payment is relatively low;
  2. the loss of approximately HK$6.0 million (after including exchange losses) on disposal of the entire issued share capital of B&R Investment Holding Limited (a former wholly- owned subsidiary of the Company) (the "Disposal of B&R Investment"), which disposal was disclosed in the Company's announcements dated 20 November 2020 and 19 March 2021 respectively and shareholders circular dated 24 February 2021 which was completed during the Period; and
  3. the increase in legal and professional costs and expenses incurred mainly in connection with various corporate actions and transactions carried out by the Group during the Period, including the mandatory unconditional cash offer in January 2021, the acquisition of a property holding company that was the subject of the Company's announcement dated 3 March 2021 and shareholders circular dated 25 May 2021, the Disposal of B&R Investment and enforcement actions taken to recover fund advances
    and overdue account receivables recorded by Hangzhou Susong Technology Company Limited*(杭州蘇頌科技有限公司), an indirect non-wholly-owned subsidiary of the Company.

2

The information contained in this announcement is only based on the information currently available to the Company and the preliminary review by the Board on the unaudited management account of the Group for the Period, which have not been reviewed or audited by the independent auditors and/or the audit committee of the Company. Therefore, the actual financial results of the Group for the Period may differ from what is disclosed in this announcement. Shareholders and potential investors are advised to read carefully about the announcement of the Company for the interim results for the Period, which is expected to be published by the end of August 2021 in accordance with the requirements of the Listing Rules. Accordingly, Shareholders and potential investors are advised to exercise caution

when dealing in the securities of the Company.

By Order of the Board

Great Wall Terroir Holdings Limited

Cheung Siu Fai

Chairman and Executive Director

Hong Kong, 11 August 2021

  • for identification purpose only

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Cheung Siu Fai (chairman) and Mr. Hui Chun Wai Henry, and three independent non- executive Directors, namely Mr. Fong Wai Ho, Mr. Chow Hiu Tung and Mr. Cheung Sze Ming.

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Great Wall Belt & Road Holdings Limited published this content on 11 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2021 10:05:02 UTC.