Greatwalle : Circulars -

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Greatwalle Inc., you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale was affected for transmission to the purchaser(s) or transferee(s).

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

GREATWALLE INC.

長城匯理公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8315)

PROPOSALS FOR GRANT OF ISSUE MANDATE AND

REPURCHASE MANDATE,

PROPOSED RE-ELECTION OF DIRECTORS

AMENDMENTS TO THE EXISTING MEMORANDUM AND

ARTICLES OF ASSOCIATION AND ADOPTION OF

THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION,

AND

NOTICE OF 2023 ANNUAL GENERAL MEETING

1. notice convening the annual general meeting (''AGM'') of Greatwalle Inc. (the ''Company'') to be held at Unit 1112, 11/F., The Metropolis Tower, No. 10 Metropolis Drive, Hunghom, Hong Kong on 8 September 2023 (Friday) at 11:00 a.m. is set out on pages 106 to 111 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so desire.

This circular and the form of proxy will remain on the Stock Exchange's website at www.hkexnews.hk on the ''Latest Listed Company Information'' page for at least 7 days from the date of its posting. This circular will also be posted on the Company's website at www.kingforce.com.hk.

17 August 2023

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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		CONTENT
			Page
Characteristics of GEM of the Stock Exchange	i
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board	4
Appendix I	-	Explanatory Statement on Repurchase Mandate	10
Appendix II	-	Details of the Retiring Directors Proposed
		to be Re-elected at the AGM	14
Appendix III	-	Proposed Amendments to the Existing Memorandum
		and Articles of Association	17
Notice of AGM	.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	106

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expression shall have the following meanings:

''AGM''	the annual general meeting of the Company to be
	convened and held at Unit 1112, 11/F., The Metropolis
	Tower, No. 10 Metropolis Drive, Hunghom, Hong Kong
	on 8 September 2023 (Friday) at 11:00 a.m., the notice of
	which is set out on pages 106 to 111 of this circular, and
	any adjournment thereof;
''AGM Notice''	the notice convening the AGM set out on pages 106 to 111
	of this circular;
''Articles''	the amended and restated articles of association of the
	Company adopted on 4 September 2018;
''Board''	the board of Directors;
''Close Associate(s)''	has the same meaning ascribed to such term under the
	GEM Listing Rules;
''Company''	Greatwalle Inc. （長城匯理公司）, an exempted company
	incorporated in the Cayman Islands on 2 January 2014
	with limited liability whose shares are listed on the GEM
	of the Stock Exchange;
''Core Connected Person(s)''	has the same meaning ascribed to such term under the
	GEM Listing Rules;
''Director(s)''	the director(s) of the Company;
''GEM''	GEM of the Stock Exchange;
''GEM Listing Rules''	the Rules Governing the Listing of Securities on GEM;
''Group''	the Company and its subsidiaries;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC;

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	DEFINITIONS
''Issue Mandate''	a general and unconditional mandate proposed to be
	granted to the Directors at the AGM to exercise all powers
	of the Company to allot, issue and otherwise deal with
	new Shares of up to 20% of the total number of issued
	Shares on the date of the AGM;
''Latest Practicable Date''	11 August 2023, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information contained herein;
''New Memorandum and Articles''	the second amended and restated memorandum and articles
	of association of the Company which incorporates the
	Proposed Amendments proposed to be adopted by the
	Shareholders at the Annual General Meeting;
''PRC''	the People's Republic of China, which for the purpose of
	this circular, shall exclude Hong Kong, the Macau Special
	Administrative Region of the People's Republic of China
	and Taiwan;
''Proposed Amendments''	the proposed amendments to the Articles, detail of which
	are set out in Appendix III to this circular;
''Repurchase Mandate''	a general and unconditional mandate proposed to be
	granted to the Directors at the AGM to exercise all powers
	of the Company to repurchase Shares of up to 10% of the
	total number of issued Shares on the date of the AGM;
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	laws of Hong Kong), as amended and supplemented from
	time to time;
''Share(s)''	the ordinary share(s) of nominal value of HK$0.05 each in
	the share capital of the Company;
''Shareholder(s)''	the holder(s) of Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''substantial shareholder(s)''	has the same meaning ascribed to such term under the
	GEM Listing Rules;

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