Great Wall Terroir : PROPOSED RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY FIVE (5) SHARES HELD ON THE RECORD DATE AT THE SUBSCRIPTION PRICE OF HK$0.10 PER RIGHTS SHARE

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This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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)

PROPOSED RIGHTS ISSUE ON THE BASIS OF

ONE (1) RIGHTS SHARE FOR EVERY FIVE (5) SHARES

HELD ON THE RECORD DATE

AT THE SUBSCRIPTION PRICE

OF HK$0.10 PER RIGHTS SHARE

PROPOSED RIGHTS ISSUE

The Company proposes to raise approximately HK$26.26 million (before deducting professional fees and other related expenses) by way of the Rights Issue, whereby 262,570,000 Rights Shares will be allotted and issued on the basis of one (1) Rights Share for every five (5) Shares held by the Qualifying Shareholders on the Record Date. The Rights Issue is not underwritten and will not be extended to the Non-Qualifying Shareholder(s) (if any).

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The Subscription Price of HK$0.10 per Rights Share, is payable in full upon application for the Rights Shares under the Rights Issue by Qualifying Shareholders.

Assuming no change in the number of Shares in issue on or before the Record Date and full subscription of the Rights Shares, a total of 262,570,000 Rights Shares will, upon the completion of the Rights Issue, be allotted and issued, representing (i) 20% of the Company's existing issued share capital as at the date of this announcement; and (ii) approximately 16.67% of the Company's issued share capital as enlarged by the allotment and issue of the Rights Shares.

The aggregate nominal value of the Rights Shares, of nominal value of HK$0.01 each, will be approximately HK$2.63 million.

The estimated net proceeds of the Rights Issue, if fully subscribed, will be up to approximately HK$25.0 million (assuming no change in the number of Shares in issue on or before the Record Date).

Subject to the fulfilment and/or waiver (where applicable) of the conditions of the Rights Issue, the Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptances of the provisionally allotted Rights Shares.

QUALIFYING SHAREHOLDERS

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company and not be a Non-Qualifying Shareholder as at the close of business on the Record Date. In order to be registered as members of the Company on the Record Date, all transfers of Shares (together with the relevant share certificate(s)) must be lodged with 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, Wanchai, Hong Kong by 4:30 p.m. on Wednesday, 3 November 2021.

The last day of dealing in the Shares on a cum-rights basis is Monday, 1 November 2021. The Shares will be dealt with on an ex-rights basis from Tuesday, 2 November 2021.

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CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 4 November 2021 to Wednesday, 10 November 2021 (both dates inclusive) for the purpose of determining the Shareholders' entitlements to the Rights Issue. During this period, no transfer of Shares will be registered.

LISTING RULES IMPLICATIONS

Given that the Rights Issue, when aggregated with the May Rights Issue, will not increase the issued share capital or market capitalisation of the Company by more than 50% within the 12-month period prior to the date of this announcement, the Rights Issue is not subject to the Shareholders' approval under the Listing Rules. The Rights Issue will be carried out in compliance with Rule 7.21(1)(a) of the Listing Rules.

GENERAL

It is expected that the Prospectus Documents setting out details of the Rights Issue will be despatched to the Qualifying Shareholders on Friday, 12 November 2021. The Prospectus and the Overseas Letter will be despatched to the Non-Qualifying Shareholders (if any) for their information only.

WARNING OF THE RISKS OF DEALINGS IN THE SHARES AND NIL- PAID RIGHTS SHARES

The Rights Issue is subject to the fulfilment and/or waiver (where applicable) of conditions including, among other things, the Stock Exchange granting the listing of, and permission to deal in, the Rights Shares in their nil-paid and fully-paid forms. Please refer to the section headed "Conditions of the Rights Issue" in this announcement. Shareholders and potential investors of the Company should note that if the conditions of the Rights Issue are not satisfied and/or waived (where applicable), the Rights Issue will not proceed.

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PROPOSED RIGHTS ISSUE

The Company proposes to raise up to approximately HK$26.26 million (before deducting professional fees and other related expenses) by way of a rights issue of 262,570,000 Rights Shares at the Subscription Price of HK$0.10 each and on the basis of one (1) Rights Share for every five (5) Shares held by the Qualifying Shareholders on the Record Date.

The Rights Issue will not be extended to the Non-Qualifying Shareholder(s), if any. The terms of the Rights Issue are summarised below:

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Assuming no change in the number of Shares in issue on or before the Record Date and full subscription of the Rights Shares, a total of 262,570,000 Rights Shares will, upon completion of the Rights Issue, be allotted and issued, representing (i) 20% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares.

As at the date of this announcement, the Company has no outstanding derivatives, options, warrants, convertible securities or other similar securities which are convertible or exchangeable into Shares. The Company has no intention to issue or grant any Shares, convertible securities, warranties and/or options on or before the Record Date.

As at the date of this announcement, the Board has not received any information from any substantial Shareholders of their intention to take up the Rights Shares to be provisionally allotted to them under the Rights Issue.

Subscription Price

The Subscription Price of HK$0.10 per Rights Share is payable in full when a Qualifying Shareholder accepts the relevant provisional allotment of Rights Shares or applies for excess Rights Shares or when a transferee of nil-paid Rights Shares accepts the provisional allotment of the relevant Rights Shares.

The Subscription Price represents:

1. a discount of approximately 23.7% to the closing price of HK$0.1310 per Share as quoted on the Stock Exchange on the Last Trading Day;
2. a discount of approximately 18.3% to the average of the closing prices of Shares for the five consecutive trading days ended on the Last Trading Day of approximately HK$0.1224 per Share;
3. a discount of approximately 21.4% to the average of the closing prices of Shares for the ten consecutive trading days ended on the Last Trading Day of approximately HK$0.1273 per Share;

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