Great Wall Pan Asia : NOTICE OF ANNUAL GENERAL MEETING

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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 583)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Great Wall Pan Asia Holdings Limited (the "Company") will be held at Niccolo Room 7-8, Level 25, The Murray Hong Kong, 22 Cotton Tree Drive, Central, Hong Kong on Wednesday, 16 June 2021 at 10:00 a.m. for the purposes of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries (the "Group") and the reports of the directors and independent auditor of the Company for the year ended 31 December 2020.
2. To re-elect Mr. Xu Yongle as an executive director of the Company.
3. To re-elect Ms. Lv Jia as a non-executive director of the Company.
4. To re-elect Ms. Liu Yan as an independent non-executive director of the Company.
5. To authorise the board of directors of the Company to fix the respective directors' remuneration.
6. To appoint BDO Limited as the auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

• 7. "THAT:

  1. subject to the limits set out in paragraphs 7(c) and 7(d) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of the powers of the Company to allot, issue and dispose of ordinary shares of the Company (the "shares", which expression shall include, where the context permits, any shares resulting from any consolidation or subdivision of such shares effected after the passing of this resolution) or
• For identification purpose only

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securities convertible into shares or options or warrants or similar rights to subscribe for shares and to make or grant offers, agreements and options which would or might require any shares to be allotted, issued or disposed of be and is hereby generally and unconditionally approved;

1. the approval in this resolution shall be deemed to authorise the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require any shares to be allotted, issued or disposed of during or after the end of the Relevant Period;
2. the total number of shares that may be allotted, issued or disposed of (or agreed conditionally or unconditionally to be allotted, issued or disposed of) pursuant to the approval in this resolution, excluding shares that may be allotted, issued or disposed of pursuant under or in respect of any Excluded Issue (as hereinafter defined), shall not exceed twenty per cent. (20%) of the number of the issued shares of the Company as at the date of passing of this resolution;
3. if any consolidation or subdivision of shares is effected after the passing of this resolution, the maximum number of shares that may be allotted, issued or disposed of pursuant to the approval in this resolution (as may be extended by resolution 9, if passed, as set out in the notice convening this meeting, of which this resolution forms part) as a percentage of the total number of issued shares immediately before and after such consolidation or subdivision must be the same, and the maximum number of shares that may be allotted, issued or disposed of under such approval shall be adjusted to a proportionate extent upon the consolidation or subdivision of shares taking effect; and
4. for the purpose of this resolution:
   "Excluded Issue" means:
5. 1. a Rights Issue (as hereinafter defined); or
   2. the grant of any option under any share option scheme or similar arrangement for the time being adopted by the Company, or the allotment and issue of shares on the exercise of any option granted thereunder; or
   3. any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the shares in accordance with the Bye-Laws of the Company; or

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1. the allotment and issue of shares on the exercise of rights of conversion or subscription under the terms of any securities convertible into such shares or options, warrants or rights over shares if and to the extent that the securities, options, warrants or rights were issued by the Company or its subsidiaries pursuant to the approval in this resolution;

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company following the passing of this resolution;
2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable laws to be held; and
3. the date on which the approval in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares, or an offer of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors to holders of shares on the register of members on a fixed record date and, where appropriate, the holders of other equity securities of the Company entitled to be offered therein, in proportion to their then holdings of such shares or other equity securities (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong)."

8. "THAT:

1. subject to the limits set out in paragraphs 8(b) and 8(c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of the powers of the Company to buy back ordinary shares of the Company (the "shares", which expression shall include, where the context permits, any shares resulting from any consolidation or subdivision of such shares effected after the passing of this resolution) on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the shares may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;

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1. the total number of shares which may be bought back pursuant to the approval in this resolution shall not exceed ten per cent. (10%) of the total number of the issued shares of the Company as at the date of passing of this resolution;
2. if any consolidation or subdivision of shares is effected after the passing of this resolution, the maximum number of shares that may be bought back pursuant to the approval in this resolution as a percentage of the total number of issued shares immediately before and after such consolidation or subdivision must be the same, and the maximum number of shares that may be bought back pursuant to such approval shall be adjusted to a proportionate extent upon the consolidation or subdivision of shares taking effect; and
3. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable laws to be held; and
   3. the date on which the approval in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

9. "THAT conditional upon resolutions 7 and 8 set out in the notice convening this meeting, of which this resolution forms part, being passed, the approval granted to the directors to exercise the powers of the Company to allot, issue and dispose of shares or other securities of the Company pursuant to the approval in resolution 7 above shall be extended by adding thereto the number of shares bought back pursuant to, and subject to the limits of, the approval in resolution 8 above."

By Order of the board of directors

Great Wall Pan Asia Holdings Limited

Huang Hu

Chairman

Hong Kong, 11 May 2021

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Notes:

1. Resolutions at the meeting will be taken by poll pursuant to the Company's Bye-Laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") (except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint not more than two persons (who must be individuals) as his/her proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.
4. Where there are joint registered holders of any share, any one of such persons may vote at the above meeting, either personally or by proxy, in respect of such share(s) as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands will for this purpose be deemed joint holders thereof.
5. A form of proxy for the above meeting is enclosed. In order to be valid, the completed and signed form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be delivered to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 10:00 a.m. on Monday, 14 June 2021 (or if the Annual General Meeting is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned Annual General Meeting). Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the above meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
6. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Wednesday, 9 June 2021 to Wednesday, 16 June 2021, both dates inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the meeting, all duly completed and signed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 8 June 2021.
7. Shareholders of the Company are advised to read the circular to the shareholders of the Company dated 11 May 2021 which contains further information on the proposals in relation to (i) the general mandates to issue and to buy back shares of the Company; (ii) the re-election of retiring directors of the Company; and (iii) the appointment of auditor of the Company.

As at the date of this announcement, the board of directors of the Company consists of Mr. Huang Hu, Mr. Xu Yongle and Mr. Meng Xuefeng as executive directors of the Company, Ms. Lv Jia as non-executive director of the Company, and Dr. Song Ming, Dr. Sun Mingchun and Ms. Liu Yan as independent non-executive directors of the Company.

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