Great Wall Belt & Road : JOINT ANNOUNCEMENT - MANDATORY UNCONDITIONAL CASH OFFER BY OPTIMA CAPITAL LIMITED ON BEHALF OF BETA DYNAMIC LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN GREAT WALL BELT & ROAD HOLDINGS LIMITED (OTHER THAN THOSE OWNED OR AGREED TO BE ACQUIRED BY BETA DYNAMIC LIMITED AND PARTIES ACTING IN CONCERT WITH IT) (1) CLOSE OF THE OFFER AND RESULTS OF THE OFFER; (2) SETTLEMENT OF THE OFFER; AND (3) PUBLIC FLOAT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

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

BETA DYNAMIC LIMITED GGreraetatWWaalllBBeelltt& Road HoollddininggssLLimimitietded

(Incorporated in the British Virgin Islands with limited liability)

ڗ۬ɓ੭ɓ༩છٰϞࠢʮ̡ ڗ۬ɓ੭ɓ༩છٰϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Incorporated in Bermuda with limited liability)

(Stock Code: 524)

(Stock Code: 524)

JOINT ANNOUNCEMENT

MANDATORY UNCONDITIONAL CASH OFFER

BY OPTIMA CAPITAL LIMITED

ON BEHALF OF

BETA DYNAMIC LIMITED

TO ACQUIRE ALL THE ISSUED SHARES IN GREAT WALL BELT & ROAD HOLDINGS LIMITED (OTHER THAN THOSE OWNED OR AGREED TO BE ACQUIRED BY

BETA DYNAMIC LIMITED

AND PARTIES ACTING IN CONCERT WITH IT)

(1) CLOSE OF THE OFFER AND RESULTS OF THE OFFER;

(2) SETTLEMENT OF THE OFFER;

AND

(3) PUBLIC FLOAT

Financial adviser to Beta Dynamic Limited

Optima Capital Limited

Reference is made to (i) the announcement jointly issued by Beta Dynamic Limited (the "Offeror") and Great Wall Belt & Road Holdings Limited (the "Company") dated 21 January 2021 in relation to, among other things, the Offer; (ii) the offer document issued by the Offeror dated 28 January 2021 in relation to the Offer (the "Offer Document"); (iii) the response document issued by the Company dated 11 February 2021 in relation to the Offer (the "Response Document"); (iv) the announcement issued by the Offeror dated 28 January 2021 relating to the despatch of the Offer Document; and (v) the announcement issued by the Company dated 11 February 2021 relating to the despatch of the Response Document. Capitalised terms used herein shall have the same meanings as defined in the Offer Document unless the context otherwise requires.

CLOSE OF THE OFFER AND RESULTS OF THE OFFER

The Offeror and the Company jointly announce that the Offer closed at 4:00 p.m. on Thursday, 25 February 2021 and was not revised or extended by the Offeror.

As at 4:00 p.m. on Thursday, 25 February 2021, being the latest time and date for acceptance of the Offer, valid acceptances had been received in respect of a total of 23,262,589 Offer Shares under the Offer, representing approximately 2.21% of the entire issued share capital of the Company as at the date of this joint announcement.

SETTLEMENT OF THE OFFER

Remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty) payable for the Offer Shares tendered under the Offer have been, or will be (as the case may be), posted to the Shareholders who have already accepted the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt by Tricor Secretaries Limited, the branch share registrar of the Company in Hong Kong (the "Registrar"), of all relevant documents required to render such acceptance complete and valid in accordance with the Takeovers Code.

The latest date for posting of remittances for the amounts due in respect of valid acceptances received under the Offer is Monday, 8 March 2021.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately before the commencement of the Offer Period, the Offeror and parties acting in concert with it did not hold, control or have direction over any Shares or any rights over Shares. Immediately after Completion, the Offeror owned a total of 533,500,000 Shares (being the Sale Shares and representing approximately 50.80% of the total number of issued Shares as at the date of Completion).

Taking into account the valid acceptances in respect of 23,262,589 Offer Shares (representing approximately 2.21% of the total number of issued Shares as at the date of this joint announcement) under the Offer and subject to the due registration by the Registrar of the transfer of the Offer Shares, the Offeror and parties acting in concert with it would hold an aggregate of 556,762,589 Shares, representing approximately 53.01% of the total number of issued Shares immediately after the close of the Offer and as at the date of this joint announcement.

Save for the aforesaid, none of the Offeror and parties acting in concert with it (i) held, controlled or directed any Shares and rights over Shares before the commencement of the Offer Period; nor (ii) has acquired or agreed to acquire any Shares or any rights over Shares during the Offer Period. Neither the Offeror nor parties acting in concert with it had borrowed or lent any relevant securities of the Company (as defined in Note 4 to Rule 22 of the Takeovers Code) during the Offer Period.

Set out below is the shareholding structure of the Company (i) immediately before commencement of the Offer Period on 25 November 2020; (ii) immediately after Completion and before taking into account any acceptances of the Offer; and (iii) immediately after the close of the Offer and as at the date of this joint announcement (assuming due registration by the Registrar of the transfer of the Offer Shares in respect of which valid acceptances have been received):

Immediately before	Immediately after
commencement of	Completion and before	Immediately after the close of
the Offer Period on	taking into account any	the Offer and as at the date
25 November 2020	acceptances of the Offer	of this joint announcement

Number of	Approximate	Number of	Approximate	Number of	Approximate
Shares	%	Shares	%	Shares	%
The Chargors	533,500,000	50.80	-	-	-	-
The Offeror	-	-	533,500,000	50.80	556,762,589	53.01
Public Shareholders	516,780,000	49.20	516,780,000	49.20	493,517,411	46.99
Total	1,050,280,000	100.00	1,050,280,000	100.00	1,050,280,000	100.00
3

PUBLIC FLOAT OF THE SHARES

Immediately after the close of the Offer and as at the date of this joint announcement, 493,517,411 Shares, representing approximately 46.99% of the entire issued share capital of the Company, are held by the public (as defined under the Listing Rules). Accordingly, as at the date of this joint announcement, the Company continues to satisfy the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.

For and on behalf of	By order of the Board
Beta Dynamic Limited	Great Wall Belt & Road Holdings Limited
Cheung Siu Fai	Cheung Ka Heng Frankie
Sole Director	Vice-Chairman and Executive Director
Hong Kong, 25 February 2021

As at the date of this joint announcement, Mr. Cheung Siu Fai is the sole director of the Offeror.

The sole director of the Offeror (i.e. Mr. Cheung Siu Fai) accepts full responsibility for the accuracy of the information contained in this joint announcement and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the Board comprises three executive Directors, namely Mr. Zhao Ruiyong, Mr. Cheung Ka Heng Frankie and Mr. Cheung Siu Fai, and four independent non-executive Directors, namely Mr. Huang Tao, Mr. Fong Wai Ho, Mr. Leung Wai Kei and Mr. Lam Chik Shun Marcus.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than any information relating to the Offeror and parties acting in concert with it and the Chargors) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinion expressed in this joint announcement (other than those expressed by the sole director of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.