Great Wall Pan Asia : ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES

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(Incorporated in Bermuda with limited liability)

(Stock Code: 583)

ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES

This announcement is made by Great Wall Pan Asia Holdings Limited (the "Company") in compliance with the disclosure requirements under Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

The board of directors (the "Board") of the Company announced that on 11 October 2019, the Company (as the borrower) entered into a loan agreement (the "Loan Agreement") with a bank (as the lender) in relation to an uncommitted revolving loan facility in an aggregate principal amount of up to HK$100,000,000 (or its equivalent amount in the optional currency(ies)) (the "Loan Facility") for a period of 1 year from the date of the Loan Agreement.

Pursuant to the Loan Agreement, the Company has undertaken to the bank that during the term of the Loan Agreement, (i) China Great Wall AMC (International) Holdings Company Limited ("Great Wall International") shall directly or indirectly own not less than 50.1% of the total share capital of the Company and retain management control of the Company; and (ii) China Great Wall Asset Management Co., Ltd. ("GWAMCC") shall directly or indirectly own not less than 50.1% of the total share capital of Great Wall International and retain management control of Great Wall International. A breach of such undertakings will constitute an event of default and the bank may terminate the Loan Agreement and demand immediate payment and/or repayment of all amounts outstanding (together with interest accrued thereon and any other amounts owing to the bank) under or in connection with the Loan Facility from the Company.

As at the date of this announcement, 1,174,018,094 shares of the Company were beneficially owned by Great Wall Pan Asia (BVI) Holding Limited ("Great Wall Pan Asia (BVI)"). Great Wall Pan Asia (BVI) was wholly-owned by Great Wall International, which was wholly-owned by GWAMCC. Therefore, GWAMCC and Great Wall International were deemed to be interested in all the shares of the Company beneficially owned by Great Wall Pan Asia (BVI) by virtue of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), representing approximately 74.89% of the total issued share capital of the Company.

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Pursuant to Rule 13.21 of the Listing Rules, the Company will include appropriate disclosures about the Loan Facility in its subsequent interim and annual reports for so long as circumstances giving rise to such specific performance obligations of the controlling shareholders continue to exist.

By Order of the Board

Great Wall Pan Asia Holdings Limited

CHEN Zenan

Chairman

Hong Kong, 11 October 2019

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

• For identification purpose only

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