Guangdong Hong Kong Greater Bay Area : DISCLOSEABLE TRANSACTION THE ACQUISITION OF THE ENTIRE EQUITY INTERESTS IN THE TARGET COMPANY

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.

GUANGDONG - HONG KONG GREATER BAY AREA

HOLDINGS LIMITED

粵 港 灣 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1396)

DISCLOSEABLE TRANSACTION

THE ACQUISITION OF

THE ENTIRE EQUITY INTERESTS IN THE TARGET COMPANY

THE ACQUISITION

The Board is pleased to announce that on 22 April 2021 (after trading hours), the Purchaser, an indirect non-wholly owned subsidiary of the Company, entered into the Acquisition Agreement with the Vendors, pursuant to which, the Purchaser has agreed to purchase, the entire equity interests in the Target Company for a consideration of RMB214 million.

The Target Company is principally engaged in investment holding and as at the date of this announcement, it holds approximately 49% of the equity interests in Dongguan Bohe, an indirect non-wholly owned subsidiary of the Company. Dongguan Bohe, through its subsidiary, is operating an urban renewal project in Humen Town, Dongguan City. The Company conducted the Previous Subscription in February 2021 where it acquired approximately 51% of equity interests in Dongguan Bohe. For details of the Previous Subscription, please refer to the announcement of the Company dated 1 February 2021.

LISTING RULES IMPLICATIONS

The Target Company holds approximately 49% of the equity interests in Dongguan Bohe and in turn Vendor A holds 77% of the equity interests in the Target Company, hence Vendor A is an associate of the Target Company. However, Dongguan Bohe is an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules and as such, Vendor A is not regarded as a connected person of the Company and the Acquisition does not constitute a connected transaction of the Company under Chapter 14A of the Listing Rules.

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As the Acquisition and the Previous Subscription are related, the Acquisition and the Previous Subscription are aggregated pursuant to Rule 14.22 of the Listing Rules as if they were one transaction. As one or more of the applicable percentage ratios (set out in Rule 14.07 of the Listing Rules) for the Acquisition and the Previous Subscription, when aggregated, exceed 5% but are less than 25%, the Acquisition, when aggregated with the Previous Subscription, constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 22 April 2021 (after trading hours), the Purchaser, an indirect non-wholly owned subsidiary of the Company, entered into the Acquisition Agreement with the Vendors, pursuant to which the Purchaser has agreed to purchase, the entire equity interests in the Target Company for a consideration of RMB214 million.

THE ACQUISITION AGREEMENT

Set out below is a summary of the principal terms of the Acquisition Agreement:

Date:	22 April 2021
Parties:	(i)	Vendor A;
	(ii)	Vendor B; and
	(iii)	the Purchaser.
	To the best of the Directors' knowledge, information and
	belief having made all reasonable enquiries, the Vendors
	and their ultimate beneficial owner(s) are Independent
	Third Parties.
Subject of the Acquisition:	Pursuant to the Acquisition Agreement, the Purchaser
	has agreed to purchase, and the Vendors have agreed to
	sell, the entire equity interests in the Target Company.

Immediately prior to completion of the Acquisition, the Target Company is held as to 77% and 23% by Vendor A and Vendor B, respectively.

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Consideration:	The consideration of the Acquisition is RMB214 million,
	which shall be satisfied in cash from the Company's
	internal resources.
Completion:	Completion of the Acquisition shall take place on or
	before 31 May 2021.
BASIS OF CONSIDERATION

The consideration for the Acquisition was determined after arms' length negotiations between the Purchaser and the Vendors with reference to, among others, (i) the business development opportunity and prospects that will be brought to the Group by the Acquisition as set at in the paragraph headed "Reasons for and Benefits of the Acquisition" below; (ii) the net asset value of the Target Company; (iii) the consideration of the Previous Subscription; and (iv) the valuation of the entire equity interests in the Target Company as at 31 March 2021 prepared by an independent valuer, being approximately RMB230 million.

INFORMATION OF THE TARGET COMPANY

The Target Company is a company established under the laws of the PRC with limited liability which is principally engaged in investment holding. The Target Company holds approximately 49% of the equity interests in Dongguan Bohe. Dongguan Bohe, through its subsidiary, Dongguan Huatong, is operating the Humen Project, an urban renewal project in Humen Town, Dongguan City. As at the date of this announcement Dongguan Natural

Resources Bureau has issued its final approval in relation to the Humen Project and a State- owned Construction Land Use Rights Grant Contract (國有建設用地使用權出讓合同) was

entered into between Dongguan Natural Resources Bureau and Dongguan Huatong on 8 April 2021. The land of the Humen Project is for residential use with a site area of approximately 30,000 square meters and a plot ratio-based area of approximately 83,000 square meters. The Humen Project aims to become a significant, intellectual, and quality life community brand in Humen Town of Dongguan City.

The unaudited financial information of the Target Company for the years ended 31 December

2019 and 2020 are summarized and set out below:

	For the year ended 31 December
	2019	2020
	RMB'000	RMB'000
	(unaudited)	(unaudited)
Revenue	1,634	136
(Loss) before and after tax	(5,711)	(10,219)

Based on the unaudited management accounts of the Target Company, the unaudited net asset value of the Target Company as at 31 March 2021 was approximately RMB228.2 million.

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For illustration purpose, the unaudited consolidated financial information of the Dongguan Bohe for the years ended 31 December 2019 and 2020 are summarized and set out below:

	For the year ended 31 December
	2019	2020
	RMB'000	RMB'000
	(unaudited)	(unaudited)
Revenue	1,634	136
(Loss) before and after tax	(5,711)	(10,219)

Based on the unaudited management account of Dongguan Bohe, the unaudited consolidated net asset value of Dongguan Bohe as at 31 March 2021 was approximately RMB445.4 million.

Upon completion of the Acquisition, the Target Company will become an indirectly non-wholly owned subsidiary of the Company and the financial statements of the Target Company will be consolidated into the Group's consolidated financial statements.

INFORMATION OF THE VENDORS

To the best knowledge of the Directors after making all reasonable enquires, Vendor A is a limited partnership established under the laws of the PRC, with its executive partner being Huang Shaohui and Vendor B is a limited partnership established under the laws of the PRC, with its executive partner being Wu Chengen. The principal activities of the Vendors are investment holding. Immediately prior to completion of the Acquisition, the Target Company is held as to 77% and 23% by Vendor A and Vendor B, respectively.

INFORMATION OF THE PURCHASER

The Purchaser is a company established under the laws of the PRC with limited liability and is an indirect non-wholly owned subsidiary of the Company which is principally engaged in investment holding. The beneficial owners of the Purchaser are Precise First Limited and FS GBA Holding Limited, which indirectly holds 50.1% and 49.9% of the equity interests in the Purchaser, respectively. Precise First Limited is an indirectly wholly-owned subsidiary of the Company and is a company incorporated under the laws of the British Virgin Islands with limited liability. FS GBA Holding Limited is a company incorporated under the laws of the British Virgin Islands with limited liability. To the best knowledge of the Directors after making all reasonable enquires, FS GBA Holding Limited and its ultimate beneficiary owners are Independent Third Parties.

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REASONS FOR AND BENEFITS OF THE ACQUISITION

As one of the most open and economically dynamic regions in China, Greater Bay Area has an important strategic position in China's overall development. Guided by the national strategy of development in the Greater Bay Area, the Group has upgraded its development strategy with focus on the Greater Bay Area, among which, the development of urban renewal projects is the top priority of the business segments of the Group. Accordingly, the development of Humen Project is line with the Group's strategy.

The Board is of the view that the Acquisition together with the Previous Subscription can enhance the Group's existing business in developing quality and attractive urban renewal projects. It is expected that the Group will benefit from the Humen Project to exert its strength, grasp the mark opportunities and enhance its competitiveness in the property market in the PRC.

Taking into consideration the benefits of the Acquisition to the Group, the Directors consider that the terms of the Acquisition Agreement (including the consideration) are on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

The Target Company holds approximately 49% of the equity interests in Dongguan Bohe and in turn Vendor A holds 77% of the equity interests in the Target Company, hence Vendor A is an associate of the Target Company. However, Dongguan Bohe is an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules and as such, Vendor A is not regarded as a connected person of the Company and the Acquisition does not constitute a connected transaction of the Company under Chapter 14A of the Listing Rules.

As the Acquisition and the Previous Subscription are related, the Acquisition and the Previous Subscription are aggregated pursuant to Rule 14.22 of the Listing Rules as if they were one transaction. As one or more of the applicable percentage ratios (set out in Rule 14.07 of the Listing Rules) for the Acquisition and the Previous Subscription, when aggregated, exceed 5% but are less than 25%, the Acquisition, when aggregated with the Previous Subscription, constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

"Acquisition"	the acquisition of the entire equity interests in the Target
	Company by the Purchaser from the Vendors pursuant to
	the terms and conditions of the Acquisition Agreement
"Acquisition Agreement"	the acquisition agreement dated 22 April 2021 entered
	into among the Purchaser and the Vendors in respect of
	the Acquisition
"Associate"	has the meaning ascribed to it under the Listing Rules
"Board"	board of Directors
"Company"	Guangdong - Hong Kong Greater Bay Area Holdings
	Limited, a company incorporated under the laws of the
	Cayman Islands with limited liability, and the shares of
	which are listed on the Main Board of the Stock Exchange
	(stock code: 1396)
"Directors"	director(s) of the Company
"Dongguan Bohe"	Dongguan Bohe Industrial Investment Co., Ltd.* (東
	莞市鉑禾實業投資有限公司), a company established
	under the laws of the PRC with limited liability and is an
	indirect non-wholly owned subsidiary of the Company
"Dongguan Huatong"	Dongguan Humen Huatong Wire and Cable Co., Ltd.* (東
	莞虎門華通電線電纜有限公司), a company established
	under the laws of the PRC with limited liability
"Group"	the Company and its subsidiaries
"Humen Project"	an urban renewal project which is located at the Cuntou
	Community of Humen Town, the junction of Daning East
	Area and Chang'an of Humen Town of Dongguan City

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"Hydoo Shunhe"	Shenzhen Hydoo Shunhe Investment Development Co.,
	Ltd.* (深圳毅德順和投資發展有限公司), a company
	established under the laws of the PRC with limited
	liability and is an indirect wholly-owned subsidiary of the
	Company
"Independent Third Parties"	parties not connected with the Company or its connected
	persons
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	People's Republic of China, which for the sole purpose of
	this announcement, shall exclude the Hong Kong Special
	Administrative Region, the Macau Special Administrative
	Region and Taiwan
"Previous Subscription"	the subscription for 51% of the equity interest in
	Dongguan Bohe by injecting capital of RMB222 million
	into Dongguan Bohe by Hydoo Shunhe. Details of which
	are set out in the announcement of the Company dated 1
	February 2021
"Purchaser"	FS GBA Dongguan Development Limited* (首粵(東莞)投
	資發展有限公司), a company established under the laws
	of the PRC with limited liability and is an indirect non-
	wholly owned subsidiary of the Company
"RMB"	Renminbi, the lawful currency of the PRC
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Target Company"	Dongguan Xingtong Property Investment Co., Ltd.* (東莞
	市興通物業投資有限公司), a company established under
	the laws of the PRC with limited liability, which is held as
	to 77% and 23% by Vendor A and Vendor B, respectively
"Vendor A"	Shanghai Yufeng Business Information Service Center
	(Limited Partnership)* (上海語楓商務信息服務中心
	(有限合夥)), a limited partnership established under the
	laws of the PRC with limited liability, with its executive
	partner being Huang Shaohui

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"Vendor B"	Shanghai Baixiang Information Technology Service
	Center (Limited Partnership)* (上海柏祥信息技術服務中
	心(有限合夥)), a limited partnership established under the
	laws of the PRC with limited liability, with its executive
	partner being Wu Chengen
"Vendors"	collectively, Vendor A and Vendor B
"%"	percent.
	By order of the Board of
	Guangdong - Hong Kong Greater Bay Area Holdings Limited
	WONG Choi Hing
	Chairman and Executive Director
Hong Kong, 22 April 2021

As at the date of this announcement, the executive Directors are Mr. Wong Choi Hing, Mr. Zeng Yunshu, Mr. Cai Hongwen, Mr. Yang Sanming and Mr. Wang Dewen; and the independent non-executive Directors are Mr. Lam Chi Yuen Nelson, Mr. Yue Zheng and Mr. Dai Yiyi.

• For identification purpose only

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