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.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 524)

POLL RESULTS OF ANNUAL GENERAL MEETING

HELD ON 31 MAY 2022

Reference is made to the notice of annual general meeting (the "AGM") dated 27 April 2022 (the "AGM Notice") of Great Wall Terroir Holdings Limited (the "Company") and the circular of the Company dated 27 April 2022 (the "Circular"). Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the Circular.

POLL RESULTS OF THE AGM

At the AGM 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., poll voting was adopted for ordinary resolutions (the "Ordinary Resolutions") set out in the AGM Notice and proposed at the AGM.

The Board is pleased to announce that all the Ordinary Resolutions were duly passed by the Shareholders by poll voting at the AGM.

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The poll results for the Ordinary Resolutions are as follows:

ORDINARY RESOLUTIONS

Number of Votes (%)

Total Votes

FOR

AGAINST

1.

To receive and consider the audited consolidated

983,100,489

8,580,000

991,680,489

financial statements of the Company and its

(99.13%)

(0.87%)

(100%)

subsidiaries and the reports of the directors and

the auditor of the Company for the year ended 31

December 2021.

2.

(A)

To re-elect Mr. Cheung Siu Fai as an

983,100,489

8,580,000

991,680,489

executive director of the Company (the

(99.13%)

(0.87%)

(100%)

"Director(s)").

(B)

To re-elect Mr. Fong Wai Ho as an

983,100,489

8,580,000

991,680,489

independent non-executive Director.

(99.13%)

(0.87%)

(100%)

(C)

To authorise the board of Directors

983,100,489

8,580,000

991,680,489

(the "Board") to fix the Directors'

(99.13%)

(0.87%)

(100%)

remuneration.

3.

To

re-appoint Confucius International CPA

983,100,489

8,580,000

991,680,489

Limited as the auditor of the Company and to

(99.13%)

(0.87%)

(100%)

authorise the Board to fix their remuneration.

4.

(A)

To grant to the Board a general mandate

983,100,489

8,580,000

991,680,489

to allot, issue and otherwise deal with new

(99.13%)

(0.87%)

(100%)

shares of the Company (the "Shares").*

(B)

To grant to the Board a general mandate to

983,100,489

8,580,000

991,680,489

repurchase Shares.*

(99.13%)

(0.87%)

(100%)

(C)

To extend the general mandate to allot,

983,100,489

8,580,000

991,680,489

issue and otherwise deal with new Shares

(99.13%)

(0.87%)

(100%)

under resolution 4(A) by an amount

representing the aggregate nominal amount

of Shares repurchased under resolution

4(B).*

5.

To approve the refreshment of the share option

983,100,489

8,580,000

991,680,489

scheme mandate limit.*

(99.13%)

(0.87%)

(100%)

*

The full text of the resolution is set out in the AGM Notice.

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The Hong Kong branch share registrar and transfer office of the Company, Tricor Secretaries Limited, was appointed as the scrutineer at the AGM for the purpose of vote-taking.

As more than 50% of the votes were cast in favour of each of the Ordinary Resolutions, all the Ordinary Resolutions were duly passed by the Shareholders by way of poll as ordinary resolutions of the Company.

Mr. Fong Wai Ho and Mr. Cheung Sze Ming attended the AGM in person, while Mr. Hui Chun Wai Henry and Mr. Chow Hiu Tung attended the AGM by electronic means. Mr. Cheung Siu Fai was unable to attend the AGM due to his other business commitments.

Notes:

  1. The total number of Shares in issue as at the date of the AGM was 1,575,420,000 Shares which was the total number of Shares entitling the holders to attend and to vote for or against the Ordinary Resolutions at the AGM.
  2. No Shareholder was required to abstain from voting on any of the Ordinary Resolutions at the AGM.
  3. No Shareholder had indicated their intention in the Circular to vote against the Ordinary Resolutions or to abstain from voting at the AGM. There were no Shares entitling the holders to attend and vote only against the Ordinary Resolutions at the AGM.

By Order of the Board

Great Wall Terroir Holdings Limited

Cheung Siu Fai

Chairman and Executive Director

Hong Kong, 31 May 2022

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 31 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2022 13:10:04 UTC.