THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this prospectus or as to the action to be taken, you should consult your stockbroker, a licensed dealer in securities or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your Shares, you should at once hand the Prospectus Documents to the purchaser(s) or transferee(s) or to the bank, or licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). The Prospectus Documents should not, however, be distributed, forwarded or transmitted to, into or from any jurisdiction where to do so might constitute a violation of the relevant local securities laws or regulations. Subject to the granting of listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC and you should consult your stockbroker, a licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

A copy of each of the Prospectus Documents, together with the other document(s) specified in the paragraph headed ''16. Documents delivered to the Registrar of Companies'' in Appendix IV to this prospectus, have been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong, The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of any of the Prospectus Documents or any other document(s) referred to above.

The securities described in this prospectus have not been registered under the U.S. Securities Act of 1933, as amended (the ''U.S. Securities Act'') or the laws of any state in the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state laws. There is no intention to register any portion of the Rights Shares or any securities described in this prospectus in the United States or to conduct a public offering of securities in the United States.

Distribution of this prospectus into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this prospectus comes should inform themselves of and observe any such restrictions. This prospectus is not for release, publication or distribution, directly or indirectly, in or into the United States. The provision of this prospectus to Shareholders in the United States and any other jurisdiction where distribution is restricted is for information purposes only and shall not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the Rights Shares or to take up any entitlements to the Rights Shares in the United States or any other jurisdiction in which such an offer or solicitation is unlawful.

You should read the whole of the Prospectus Documents including the discussions of certain risks and other factors as set out in the section headed ''Summary of the Rights Issue - Warning of the Risks of Dealing in the Shares and nil-paid Rights Shares'' in this prospectus.

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

Great Wall Terroir Holdings Limited

(Formerly known as Great Wall Belt & Road Holdings Limited

)

(Incorporated in Bermuda with limited liability)

(Stock Code: 524)

RIGHTS ISSUE ON THE BASIS OF

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

HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

Capitalised terms used on this cover shall have the same meanings as those defined in this prospectus.

The Rights Issue is on a non-underwritten basis. Pursuant to the Company's constitutional document, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) and the Listing Rules, there is no requirement for a minimum level of subscription in the Rights Issue. The Rights Issue is subject to fulfilment and/or waiver (where applicable) of the conditions of the Rights Issue as set out in the section headed ''Letter from the Board - Rights Issue - Conditions of the Rights Issue'' in this prospectus at or prior to the latest time for the Rights Issue to become unconditional (which is currently expected to be 4:30 p.m. on Monday, 29 November 2021). The conditions include non-occurrence of force majeure events.

If the conditions of the Rights Issue are not fulfilled and/or waived (where applicable) on or prior to the latest time for the Rights Issue to become unconditional, the Rights Issue will not proceed.

Dealings in the Shares have been on an ex-rights basis from Tuesday, 2 November 2021. Dealings in the Rights Shares in their nil-paid form will take place from Tuesday, 16 November 2021 to Tuesday, 23 November 2021 (both dates inclusive).

Any Shareholders or other persons contemplating selling or purchasing Shares and/or Rights Shares in their nil-paid form up to the latest time when the conditions of the Rights Issue are fulfilled or (where applicable) waived (which is expected to be 4:30 p.m. on Monday, 29 November 2021) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Shareholders and potential investors should therefore exercise caution when dealing in the Shares and/or the nil-paid Rights Shares, and if they are in any doubt about their position, they are recommended to consult their professional advisers.

The latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares is 4:00 p.m. on Friday, 26 November 2021.

The procedures for acceptance and transfer of the Rights Shares are set out in the section headed ''Letter from the Board - Rights Issue - Procedures for acceptance and payment or transfer'' in this prospectus.

12 November 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SUMMARY OF THE RIGHTS ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

APPENDIX I

-

FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . .

I-1

APPENDIX II

-

UNAUDITED PRO FORMA FINANCIAL INFORMATION

OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

II-1

APPENDIX III

-

PROPERTY VALUATION REPORT IN RESPECT OF

THE GROUP'S PROPERTY IN HONG KONG . . . . . . . . . . . . . .

III-1

APPENDIX IV

-

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

IV-1

- i -

DEFINITIONS

In this prospectus, unless the context otherwise requires, the following terms shall have the following meanings:

''Acquisition''

the acquisition of the entire issued share capital of Palico

Development Limited, a company incorporated in Hong

Kong with limited liability and principally engaged in

property investment in Hong Kong, and its principal asset

is a property situated at Units Nos. 4 and 6 on 11th Floor

of Block A, Sea View Estate, No. 2 Watson Road, Hong

Kong. Details of the Acquisition are set out in the circular

of the Company dated 25 May 2021 and the completion

announcement of the Company dated 3 September 2021;

''Beta Dynamic''

Beta Dynamic Limited, a company incorporated in the

British Virgin Islands with limited liability and the

Controlling Shareholder of the Company;

''Board''

the board of Directors;

''Business Day''

a day (other than a Saturday, Sunday and public holiday)

on which banks are open for general banking business in

Hong Kong;

''CCASS''

the Central Clearing and Settlement System established and

operated by HKSCC;

''Companies (WUMP) Ordinance''

Companies (Winding Up and Miscellaneous Provisions)

Ordinance (Chapter 32 of the Laws of Hong Kong);

''Company''

Great Wall Terroir Holdings Limited, formerly known as

Great Wall Belt & Road 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);

''Controlling Shareholder(s)''

has the meaning ascribed thereto under the Listing Rules;

''Director(s)''

director(s) of the Company;

''EAF(s)''

the excess application form(s) for use by the Qualifying

Shareholders who wish to apply for Rights Shares in

excess for their pro-rata entitlements under the Rights

Issue;

- 1 -

DEFINITIONS

''Extreme Conditions''

''Final Acceptance Date''

''Group''

''HKSCC''

''HK$''

''Hong Kong''

''Intermediary''

''Last Trading Day''

''Latest Practicable Date''

''Listing Rules''

''May Rights Issue''

extreme conditions caused by super typhoon as announced by the government of Hong Kong;

Friday, 26 November 2021 (or such other date as the Company may determine), being the last day for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares;

the Company and its subsidiaries;

Hong Kong Securities Clearing Company Limited;

Hong Kong dollar, the lawful currency of Hong Kong;

the Hong Kong Special Administrative Region of the PRC;

in relation to a beneficial owner whose Shares are deposited in CCASS and registered in the name of HKSCC Nominees Limited, means the beneficial owner's broker, custodian, nominee or other relevant person who is a CCASS participant or who has deposited the beneficial owner's shares with a CCASS participant;

7 October 2021, being the last full trading day before the release of the Company's announcement dated 7 October 2021 in respect of the Rights Issue;

5 November 2021, being the latest practicable date prior to the printing of this prospectus for ascertaining certain information contained in this prospectus;

the Rules Governing the Listing of Securities on the Stock Exchange;

the rights issue announced on 11 May 2021 on the basis of one (1) rights share for every four (4) shares held on the record date of 31 May 2021, which was completed on 25 June 2021;

- 2 -

DEFINITIONS

''Non-Qualifying Shareholder(s)''

Overseas Shareholder(s) whom the Directors, after making enquiries regarding the legal restrictions under the laws of the relevant places or the requirements of the relevant overseas regulatory bodies or stock exchanges, consider it necessary or expedient to exclude them from the Rights Issue;

''Overseas Shareholder(s)''

the Shareholder(s) whose name(s) appear(s) on the register

of members of the Company at the close of business on the

Record Date with registered address(es) outside of Hong

Kong;

''PAL(s)''

the provisional allotment letter(s) to be issued to the

Qualifying Shareholders under the Rights Issue;

''Posting Date''

Friday, 12 November 2021 or such other date as the

Company may determine, being the date on which the

Prospectus Documents are posted to the Qualifying

Shareholders;

''PRC'' or ''China''

the People's Republic of China, which, for the purpose of

this prospectus, excludes Hong Kong, the Macau Special

Administrative Region and Taiwan;

''Prospectus Documents''

this prospectus, the PAL and the EAF;

''Qualifying Shareholder(s)''

Shareholders, other than the Non-Qualifying Shareholders,

whose names appear on the register of members of the

Company at the close of business on the Record Date;

''Record Date''

Wednesday, 10 November 2021 or such other date as the

Company may determine, being the date by reference to

which the Shareholders' entitlements to the Rights Issue

are to be determined;

''Registrar''

Tricor Secretaries Limited at Level 54, Hopewell Centre,

183 Queen's Road East, Hong Kong, the Hong Kong

branch share registrar and transfer office of the Company;

''Rights Issue''

the issue by way of rights of one (1) Rights Share for

every five (5) Shares in issue on the Record Date at the

Subscription Price;

- 3 -

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Great Wall Belt & Road Holdings Limited published this content on 11 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 November 2021 13:26:01 UTC.