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 a stockbroker or other licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Great Wall Pan Asia Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

長城環亞控股有限公司

GREAT WALL PAN ASIA HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 583)

(1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND
(3) NOTICE OF ANNUAL GENERAL MEETING

All capitalised terms used in this circular shall have the meanings set out in the section headed "Definitions" on pages 1 and 2 of this circular.

A letter from the Board is set out on pages 3 to 9 of this circular. A notice convening the Annual General Meeting of Great Wall Pan Asia Holdings Limited at Rooms 2001-2002, 20th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Wednesday, 18 June 2025 at 10:00 a.m. is set out on pages 22 to 27 of this circular. A form of proxy for use in connection with the Annual General Meeting is also enclosed herewith. The form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.gwpaholdings.com).

Whether or not you intend to attend and vote at the Annual General Meeting in person, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deliver, 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, 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 as soon as possible and in any event not later than 10:00 a.m. on Monday, 16 June 2025 (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 you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish and in such event the form of proxy shall be deemed to be revoked.

In case of any inconsistency between the English version and the Chinese version of this circular, the English version shall prevail.

For identification purpose only

28 March 2025

CONTENTS

Page

Definitions 1

Letter from the Board

Introduction 3
Proposed Granting of the Issuance Mandate and its Extension 4
Proposed Granting of the Share Buy-back Mandate 4
Proposed Re-election of Retiring Directors. 5
Annual General Meeting, Proxy Arrangement and Closure of Register of Members. 8
Recommendation 9
Responsibility Statement 9

Appendix I - Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting. 10

Appendix II - Explanatory Statement on the Share Buy-back Mandate. 18

Notice of Annual General Meeting. 22

Accompanying document – Form of Proxy

DEFINITIONS

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

“AGM Notice”
the notice convening the Annual General Meeting set out on pages 22 to 27 of this circular;

“Annual General Meeting”
the annual general meeting of the Company to be held at Rooms 2001-2002, 20th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Wednesday, 18 June 2025 at 10:00 a.m. for the purpose of considering and, if thought fit, approving, inter alia, the proposed resolutions contained in the AGM Notice, or any adjournment thereof;

“Board”
the board of Directors of the Company;

“Bye-Laws”
the Bye-Laws of the Company, as amended from time to time;

“Company”
Great Wall Pan Asia Holdings Limited (長城環亞控股有限公司)*, an exempted company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 583);

“Director(s)”
(a) director(s) of the Company;

“Great Wall International”
China Great Wall AMC (International) Holdings Company Limited 中國長城資產(國際)控股有限公司，a company incorporated under the laws of Hong Kong with limited liability and a controlling Shareholder of the Company;

“Group”
the Company and its subsidiaries from time to time;

“GWAMCC”
China Great Wall Asset Management Co., Ltd., a financial conglomerate engaged in a broad range of integrated financial services and an ultimate controlling Shareholder of the Company;

“HK$”
Hong Kong dollar, the lawful currency of Hong Kong;

For identification purpose only
1 -

DEFINITIONS

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China;

"Issuance Mandate"
as defined in paragraph 2 of the Letter from the Board in this circular;

"Latest Practicable Date"
21 March 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular;

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange;

"Memorandum of Association and Bye-Laws"
the Memorandum of Association and Bye-Laws of the Company, as amended from time to time;

"Model Code"
the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules;

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as amended, supplemented or otherwise modified from time to time);

"Share(s)"
ordinary share(s) of HK$0.10 each in the capital of the Company;

"Share Buy-back Mandate"
as defined in paragraph 3 of the Letter from the Board in this circular;

"Shareholder(s)"
holder(s) of Share(s) from time to time;

"Stock Exchange"
The Stock Exchange of Hong Kong Limited;

"Takeovers Code"
The Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong; and

"%"
per cent.

LETTER FROM THE BOARD

長城環亞控股有限公司

GREAT WALL PAN ASIA HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 583)

Executive Directors

Mr. Wang Hai (Chairman)

Mr. Wang Zuomin (Chief Executive Officer)

Non-executive Director

Mr. Ren Zhiqiang

Independent Non-executive Directors

Ms. Li Li Hua

Mr. Moy Yee Wo Matthew

Dr. Xie Wensi

Registered Office

Victoria Place, 5th Floor

31 Victoria Street

Hamilton HM 10

Bermuda

Head Office and Principal Place of

Business in Hong Kong

21st Floor, Bank of America Tower

12 Harcourt Road

Central

Hong Kong

28 March 2025

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE SHARES AND TO BUY BACK SHARES

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders the AGM Notice and the requisite information in respect of certain resolutions to be proposed at the Annual General Meeting for, among other things, (i) the granting of the general mandates to the Directors to issue and to buy back Shares respectively; and (ii) the re-election of the retiring Directors, in order to enable you to make an informed decision to vote on the resolutions to be proposed at the Annual General Meeting.

For identification purpose only

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE ISSUANCE MANDATE AND ITS EXTENSION

At the annual general meeting of the Company held on 20 June 2024, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors intend to refresh the mandate at the Annual General Meeting.

At the Annual General Meeting, an ordinary resolution as contained in item 8 of the AGM Notice will be proposed to grant the Issuance Mandate. Its effect is to grant an unconditional and general authority to the Directors to allot, issue and dispose of Shares not exceeding 20% of the number of the issued Shares as at the date of the passing of the resolution. On the basis that the issued Shares on the date of the Annual General Meeting will remain to be 1,567,745,596 as it was on the Latest Practicable Date, the Issuance Mandate, if granted by the Shareholders at the Annual General Meeting, will allow the Directors to allot and issue Shares up to an aggregate of 313,549,119 Shares.

In addition, an ordinary resolution as contained in item 10 of the AGM Notice will be proposed at the Annual General Meeting. Its effect is to extend the Issuance Mandate by the number of Shares bought back by the Company pursuant to the Share Buy-back Mandate provided that such Shares shall not exceed 10% of the number of the issued Shares as at the date of the passing of the resolution granting the Share Buy-back Mandate.

As prescribed by the Listing Rules, if the Company conducts a consolidation or subdivision of the Shares after the Issuance Mandate (as extended, if applicable) is granted, the maximum number of Shares that may be allotted and issued under the Issuance Mandate at the relevant time will be adjusted to a proportionate extent.

The Issuance Mandate (as extended, if applicable), if granted, will be in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws to be held or the revocation or variation of the Issuance Mandate (as extended, if applicable) by an ordinary resolution of the Shareholders in a general meeting, whichever is the earliest.

3. PROPOSED GRANTING OF THE SHARE BUY-BACK MANDATE

At the annual general meeting of the Company held on 20 June 2024, a general mandate was granted to the Directors to buy back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors intend to refresh the mandate at the Annual General Meeting.

LETTER FROM THE BOARD

At the Annual General Meeting, an ordinary resolution as contained in item 9 of the AGM Notice will be proposed to grant the Share Buy-back Mandate. Its effect is to grant an unconditional and general authority to the Directors to exercise the powers to buy back Shares on the Stock Exchange or any other recognised stock exchange not exceeding 10% of the number of the issued Shares as at the date of the passing of the resolution. On the basis that the issued Shares on the date of the Annual General Meeting will remain to be 1,567,745,596 as it was on the Latest Practicable Date, the Share Buy-back Mandate, if granted by the Shareholders at the Annual General Meeting, will allow the Directors to buy back a maximum of 156,774,559 Shares.

As prescribed by the Listing Rules, if the Company conducts a consolidation or subdivision of the Shares after the Share Buy-back Mandate is granted, the maximum number of Shares that may be bought back under the Share Buy-back Mandate at the relevant time will be adjusted to a proportionate extent.

The Share Buy-back Mandate, if granted, will be in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws to be held or the revocation or variation of the Share Buy-back Mandate by an ordinary resolution of the Shareholders in a general meeting, whichever is the earliest.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix II to this circular.

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-Law 99 of the Bye-Laws, every Director shall retire from office no later than the third annual general meeting after he/she was last elected or re-elected. If the number of the Directors so retiring is less than one-third (or the number nearest one-third if the total number of the Directors is not three or a multiple of three) of the Directors for the time being, then additional Director(s) who has been longest in office since his/her last election or re-election (and as between persons who became Directors on the same day shall, unless they otherwise agree between themselves, be determined by lot) shall retire from office by rotation to make up the shortfall so that one-third (or the number nearest one-third if the total number of the Directors is not three or a multiple of three) of the Directors will retire at each annual general meeting.

Mr. Wang Hai will retire from office by rotation and, being eligible, offer himself for re-election at the Annual General Meeting.

LETTER FROM THE BOARD

Reference is also made to the announcement of the Company dated 10 March 2025 which announced, among other things, the appointment of Ms. Li Li Hua, Mr. Moy Yee Wo Matthew and Dr. Xie Wensi as independent non-executive Directors. Pursuant to Bye-Law 102(B) of the Company's Bye-Laws, Ms. Li, Mr. Moy and Dr. Xie who were appointed by the Board to fill casual vacancies shall hold office until the next following general meeting of the Company after their appointments and be subject to re-election at such meeting. Accordingly, Ms. Li, Mr. Moy and Dr. Xie shall retire and, being eligible, offer themselves for re-election at the forthcoming annual general meeting of the Company.

Pursuant to code provision B.3.4 of the Corporate Governance Code contained in Appendix C1 of the Listing Rules, where the board proposes a resolution to elect an individual as an independent non-executive director at the general meeting, it should set out in the circular (among others): (i) the process used for identifying the individual and why the board believes the individual should be elected and the reasons why it considers the individual to be independent; (ii) if the proposed independent non-executive director will be holding their seventh (or more) listed company directorship, why the board believes the individual would still be able to devote sufficient time to the board; (iii) the perspectives, skills and experience that the individual can bring to the board; and (iv) how the individual contributes to diversity of the board.

Nomination Procedures

The Nomination Committee of the Company (the "Nomination Committee") is primarily responsible for identifying and nominating, for approval by the Board, suitably qualified candidates to become members of the Board as additional directors or to fill casual vacancies. The Nomination Committee identifies candidates for directorship from various channels, including but not limited to internal promotion and referral by management. The Nomination Committee may also receive nomination of candidates for election as Director(s) from Shareholder(s). After the candidate(s) is identified, the Nomination Committee will consider the biographical information of the candidate(s) and evaluate the candidate(s) based on certain criteria as set out in the nomination policy of the Company to determine whether such candidate is qualified for directorship and make recommendation to the Board accordingly.

For re-election of any existing member of the Board, the Nomination Committee shall evaluate the candidate(s) based on certain criteria as set out in the nomination policy of the Company and make recommendations to the Board for its consideration and recommendation for the candidate(s) to stand for re-election at general meeting.

LETTER FROM THE BOARD

The following criteria are taken into consideration in evaluating and selecting candidate(s) for directorship(s):

character and integrity of the candidate
qualifications including professional qualifications, skills, knowledge and experience of the candidate that are relevant to the business and corporate strategy of the Group
willingness to devote adequate time to discharge duties as a Board member and other directorships and significant commitments
requirement for the Board to have independent non-executive directors in accordance with the Listing Rules and whether the candidate would be considered independent with reference to the independence guidelines set out in the Listing Rules
the board diversity policy of the Company
such other perspectives appropriate to the Company's business

In reviewing the size, structure and composition of the Board and in proposing individuals for re-election as Directors at the Annual General Meeting, the Nomination Committee considered the Board diversity from a number of factors, including but not limited to gender, age, cultural and educational background, professional and industry experience, skills, knowledge and time commitments. All Board appointments will be based on merit, and candidates will be considered against criteria including character and integrity, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

The Nomination Committee has evaluated Ms. Li Li Hua, Mr. Moy Yee Wo Matthew and Dr. Xie Wensi (the independent non-executive Directors to be re-elected at the Annual General Meeting) against the selection criteria mentioned above and has considered their academic background, extensive professional and working experiences as set out in Appendix I to this circular. The Nomination Committee and the Board noted that the perspectives and skills Ms. Li, Mr. Moy and Dr. Xie have gained through their educational backgrounds, extensive experiences and practices in different fields, including economics, financial management, finance, capital markets and governance, allow them to provide valuable and relevant insights and contribute to the diversity of the Board, which also bring the appropriate professional qualifications and accounting and related financial management expertise to the Company. Mr. Moy is a director of three other listed companies, and the Board is of the view that he is able to bring his insights and experience as a director of other listed companies to the Board and that he can give sufficient time and attention to the Company's affairs. The Board has greatly benefited from their contributions as an independent

LETTER FROM THE BOARD

non-executive Director and chair/member of relevant Board committees of the Company. The Nomination Committee has also assessed the independence of Ms. Li, Mr. Moy and Dr. Xie and considers that they have satisfied the criteria as set out in Rule 3.13 of the Listing Rules. To the best knowledge of the Directors, as at the Latest Practicable Date, the Company is not aware of any matters or events that may occur and affect the independence of each of Ms. Li, Mr. Moy and Dr. Xie as independent non-executive Directors.

In view of the above, the Board believes that the re-election of Mr. Li Li Hua, Mr. Moy Yee Wo Matthew and Dr. Xie Wensi as independent non-executive Director would be in the best interests of the Company and the Shareholders as a whole.

Biographical details of the retiring Directors offering themselves for re-election at the Annual General Meeting are set out in Appendix I to this circular.

5. ANNUAL GENERAL MEETING, PROXY ARRANGEMENT AND CLOSURE OF REGISTER OF MEMBERS

The AGM Notice is set out on pages 22 to 27 of this circular. A form of proxy for use in connection with the Annual General Meeting is also enclosed with this circular.

For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 12 June 2025 to Wednesday, 18 June 2025, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General 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 not later than 4:30 p.m. on Wednesday, 11 June 2025.

LETTER FROM THE BOARD

To the best of the knowledge, information and belief of the Directors, and having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder is required to abstain from voting on any resolution set out in the AGM Notice.

In compliance with Rule 13.39(4) of the Listing Rules, all resolutions to be proposed at the Annual General Meeting will be voted by poll. The voting results of the Annual General Meeting will be announced in the manner prescribed under Rule 13.39(5) of the Listing Rules.

6. RECOMMENDATION

The Board believes that the granting of Issuance Mandate and the Share Buy-back Mandate, the extension of the Issuance Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and is not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

For and on behalf of the Board of

Great Wall Pan Asia Holdings Limited

Wang Hai

Chairman and Executive Director

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

(1) Mr. Wang Hai

Executive Director

Mr. Wang Hai (“Mr. Wang”), aged 55, was born in Beijing, holds a Master degree in Business Administration from Tsinghua University and holds the title of senior accountant. He has been an executive Director, the Chairman of Board and chairman of the Nomination Committee of the Company since 20 August 2021. Mr. Wang has engaged in finance-related work since July 1992 and has over 30 years of experience in finance field. From July 1992 to October 1999, he served as cadre of business department in Beijing branch of Agricultural Bank of China, and served as cadre senior staff member and principal staff member of capital planning department in the headquarters of Agricultural Bank of China. From October 1999 to March 2007, he served as cadre and deputy director of capital operation division, deputy director of operation planning division and director of capital planning division of the finance department of GWAMCC. From March 2007 to November 2010, he served as Party member, leader of the significant project team, deputy general manager and secretary of the commission for discipline inspection in Shenyang branch of GWAMCC. From November 2010 to January 2014, he served as deputy general manager of significant project department, deputy general manager of mergers and acquisitions department in GWAMCC. From January 2014 to June 2021, he served as general manager, chairman of the board and Party secretary of Great Wall (Tianjin) Equity Investment Fund Management Co., Ltd.* (長城(天津)股權投資基金管理有限責任公司). From October 2011 to December 2014, he served as chairman of the board of Hunan Tianyi Science and Technology Co., Ltd. (stock code: 000908) (now known as Hunan Jingfeng Pharmaceutical Co., Ltd., a company listed in the Shenzhen Stock Exchange). Mr. Wang has served as a director and the Chairman of Great Wall International since June 2021 and June 2022, respectively. From June 2021 to June 2022, he served as the general manager of Great Wall International.

Mr. Wang has entered into a renewed letter of appointment with the Company pursuant to which he is appointed as an executive Director for a term of three years commencing from 20 August 2024, unless terminated in accordance with the said letter of appointment. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-Laws.

For identification purpose only
10 -

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Mr. Wang did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO as recorded in the register required to be kept under section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

Mr. Wang receives director's fee of HK$200,000 per annum from the Group for services provided to the Company in his capacity as an executive Director and is entitled to a discretionary bonus for each financial year of the Company pursuant to the term of the letter of appointment. He does not receive any emoluments as the Chairman of the Board and the chairman of the Nomination Committee of the Company. The emoluments of Mr. Wang are determined by the Board with reference to his duties and responsibilities with the Company and the Company's remuneration policy and are subject to review by the Remuneration Committee of the Company (the "Remuneration Committee") from time to time. His emoluments are covered by the renewed letter of appointment issued by the Company and any subsequent revision approved by the Board.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wang (i) did not hold any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) did not currently hold any other position with the Company or its subsidiaries; (iii) did not have any relationship with any other Directors, senior management, or substantial or controlling Shareholders; and (iv) did not have other major appointments and professional qualifications.

Save for the information disclosed above, as at the Latest Practicable Date, there was no other information of Mr. Wang that was discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor were there any other matters that need to be brought to the attention of the Shareholders.

11 -

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(2) Ms. Li Li Hua

Independent Non-executive Director

Ms. Li Li Hua (“Ms. Li”), aged 62, was appointed as an independent non-executive Director, the chairlady of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company on 15 March 2025. She previously served as the Deputy General Manager of our Company from 21 September 2017 to 6 January 2022, and as the Chief Operating Officer of our Company from 15 March 2019 to 6 January 2022. From March 2008 to 20 September 2017, she held various roles at Shanghai Zendai Property Limited (Stock Code: 755), a company listed on the Main Board of the Stock Exchange, including Finance Department Manager, Hong Kong Regional General Manager, Vice President, Executive Director, and Chief Executive Officer. Her primary responsibilities included financial management, corporate governance, overseas business expansion, financing arrangements, and public relations management. Ms. Li was an on-the-job postgraduate in monetary banking from the School of Finance at the Graduate School of Renmin University of China. With over 23 years of experience in securities investment and capital markets, she has extensive expertise in investment management and financial operations. She previously served as Chief Economist and General Manager of the Southern Headquarters of Xiangcai Securities Co., Ltd., as well as Deputy Chief Economist and General Manager of the Finance Department of Hainan Securities Company Limited.

Ms. Li has entered into a letter of appointment with the Company pursuant to which she is appointed as an independent non-executive Director for an initial term of three years commencing on 15 March 2025, unless terminated in accordance with the said letter of appointment. She is subject to retirement by rotation and reelection at the annual general meetings of the Company in accordance with the Bye-Laws.

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Ms. Li did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO as recorded in the register required to be kept under section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

Ms. Li receives a director's fee of HK$180,000 per annum from the Group for services provided to the Company in her capacity as an independent non-executive Director. She does not receive any emoluments as the chairlady of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company. The emoluments of Ms. Li are determined by the Board with reference to her duties and responsibilities with the Company and the Company's remuneration policy and are subject to review by the Remuneration Committee from time to time. Her emoluments are covered by the letter of appointment with the Company and any subsequent revision approved by the Board.

Save as disclosed above, as at the Latest Practicable Date, Ms. Li (i) did not hold any other directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) did not currently hold any other position with the Company or its subsidiaries; (iii) did not have any other relationship with any other Directors, senior management, or substantial or controlling Shareholders; and (iv) did not have other major appointments and professional qualifications.

Save for the information disclosed above, as at the Latest Practicable Date, there was no other information of Ms. Li that was discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor were there any other matters that need to be brought to the attention of the Shareholders.

13 -

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(3) Mr. Moy Yee Wo Matthew

Independent Non-executive Director

Mr. Moy Yee Wo Matthew (“Mr. Moy”), aged 46, was appointed as an independent non-executive Director, the chairman of the Audit Committee and a member of the Nomination Committee of the Company on 15 March 2025. He has over 20 years of experience in the finance industry. From August 2012 to January 2019 and February 2019 to May 2024, Mr. Moy was the chief financial officer, company secretary and an authorised representative of China Silver Group Limited (stock code: 815) and Apollo Future Mobility Group Limited (stock code: 860), both being companies listed on the Stock Exchange, respectively. He is currently the chief financial officer of AiNsemi Technology Limited. From 22 February 2017 and 28 October 2022, Mr. Moy has been an independent non-executive director of Chi Ho Development Holdings Limited (stock code: 8423) and Janco Holdings Limited (stock code: 8035), both being companies listed on the Stock Exchange, respectively. From June 2017 to November 2023 and 30 September 2024 to 11 March 2025, he also served as an independent non-executive director of Reach New Holdings Limited (stock code: 8471) and Elife Holdings Limited (stock code: 223), both being companies listed on the Stock Exchange. In addition, he has also served as an independent director of Click Holdings Limited (stock code: CLIK), a company listed on NASDAQ in the United States, since 30 September 2024.

Mr. Moy is a certified public accountant of The Hong Kong Institute of Certified Public Accountants. He graduated with a degree of Bachelor of Business Administration in Accounting and a degree of Master of Business Administration from The Hong Kong University of Science and Technology.

Mr. Moy has entered into a letter of appointment with the Company pursuant to which he is appointed as an independent non-executive Director for an initial term of three years commencing on 15 March 2025, unless terminated in accordance with the said letter of appointment. He is subject to retirement by rotation and reelection at the annual general meetings of the Company in accordance with the Bye-Laws.

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Mr. Moy did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO as recorded in the register required to be kept under section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

Mr. Moy receives a director’s fee of HK$180,000 per annum from the Group for services provided to the Company in her capacity as an independent non-executive Director. He does not receive any emoluments as the chairman of the Audit Committee and a member of the Nomination Committee of the Company. The emoluments of Mr. Moy are determined by the Board with reference to his duties and responsibilities with the Company and the Company’s remuneration policy and are subject to review by the Remuneration Committee from time to time. His emoluments are covered by the letter of appointment with the Company and any subsequent revision approved by the Board.

Save as disclosed above, as at the Latest Practicable Date, Mr. Moy (i) did not hold any other directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) did not currently hold any other position with the Company or its subsidiaries; (iii) did not have any other relationship with any other Directors, senior management, or substantial or controlling Shareholders; and (iv) did not have other major appointments and professional qualifications.

Save for the information disclosed above, as at the Latest Practicable Date, there was no other information of Mr. Moy that was discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor were there any other matters that need to be brought to the attention of the Shareholders.

15 -

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(4) Dr. Xie Wensi

Independent Non-executive Director

Dr. Xie Wensi (“Dr. Xie”), aged 37, was appointed as an independent non-executive Director and a member of the Remuneration Committee of the Company on 15 March 2025. She is currently a tenured faculty member specializing in finance at the Business School of The Chinese University of Hong Kong. She holds a bachelor’s degree in financial management from Zhejiang University and received her doctoral degree in finance from The University of Hong Kong in 2015. She was also a visiting scholar at the Wharton School of the University of Pennsylvania. Dr. Xie joined the Business School of The Chinese University of Hong Kong in 2015 and has been an Associate Professor of Finance since 2021. Dr. Xie’s research area includes corporate finance, financial accounting, capital markets, finance and law, and trading and governance rules for listed companies. Two research projects for which she served as the project leader were funded by the Hong Kong Research Grants Council. Her research has been presented at institutions such as the World Bank and the National Bureau of Economic Research in the United States, and has been cited by international mainstream media and policy research reports, including The Economist, The Harvard Law School Forum on Corporate Governance, and the World Bank’s Global Doing Business Report. In 2021, she received the Young Researcher Award from The Chinese University of Hong Kong.

Dr. Xie has entered into a letter of appointment with the Company pursuant to which she is appointed as an independent non-executive Director for an initial term of three years commencing on 15 March 2025, unless terminated in accordance with the said letter of appointment. She is subject to retirement by rotation and reelection at the annual general meetings of the Company in accordance with the Bye-Laws.

As at the Latest Practicable Date, Dr. Xie did not have any interest or short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO as recorded in the register required to be kept under section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Dr. Xie receives a director's fee of HK$180,000 per annum from the Group for services provided to the Company in her capacity as an independent non-executive Director. She does not receive any emoluments as a member of the Remuneration Committee. The emoluments of Dr. Xie are determined by the Board with reference to her duties and responsibilities with the Company and the Company's remuneration policy and are subject to review by the Remuneration Committee from time to time. Her emoluments are covered by the letter of appointment with the Company and any subsequent revision approved by the Board.

Save as disclosed above, as at the Latest Practicable Date, Dr. Xie (i) did not hold any other directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) did not currently hold any other position with the Company or its subsidiaries; (iii) did not have any other relationship with any other Directors, senior management, or substantial or controlling Shareholders; and (iv) did not have other major appointments and professional qualifications.

Save for the information disclosed above, as at the Latest Practicable Date, there was no other information of Dr. Xie that was discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor were there any other matters that need to be brought to the attention of the Shareholders.

17 -

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

This explanatory statement contains the information required pursuant to Rule 10.06(1)(b) of the Listing Rules. Its purpose is to provide Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting to grant the Share Buy-back Mandate.

SHARE BUY-BACK PROPOSAL

Under the Listing Rules, all the Shares proposed to be bought back by the Company shall be fully paid up. All proposed buy-back of the shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval of a specific transaction.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,567,745,596 Shares.

If the Share Buy-back Mandate is granted, and on the basis that the number of the issued Shares on the date of the Annual General Meeting will remain to be 1,567,745,596 as it was on the Latest Practicable Date, the Directors would be authorised to buy back, during the period in which the Share Buy-back Mandate remains in force, up to 156,774,559 Shares, representing 10% of the number of the issued Shares as at the date of the Annual General Meeting. If the Company conducts a consolidation or subdivision of the Shares while the Share Buy-back Mandate is in force, the maximum number of Shares that may be bought back under the Share Buy-back Mandate at the relevant time will be adjusted to a proportionate extent as prescribed by the Listing Rules.

REASONS FOR SHARE BUY-BACK

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to buy back the Shares in the market.

Such buy-backs of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share of the Company and its assets and/or its earnings per Share. Shareholders can be assured that the Directors would only make such buy-backs in circumstances where they consider them to be in the best interests of the Company and the Shareholders.

18 -

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

3. FUNDING OF SHARE BUY-BACK

Under the Listing Rules, buy-backs of the Shares by the Company must be funded out of funds legally available for the purpose. In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-Laws, the applicable laws of Hong Kong and Bermuda and the Listing Rules, as the case may be.

The Companies Act 1981 of Bermuda provides that the amount of capital repaid in connection with a share buy-back may only be paid out of either the capital paid up on the relevant shares, or out of the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on buy-back may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company. Further, the Company cannot purchase its own shares if on the date on which the purchase is to be effected, there are reasonable grounds for believing that the Company is, or after the purchase would be, unable to pay its liabilities as they become due.

4. IMPACT OF SHARE BUY-BACK

The exercise in full of the Share Buy-back Mandate might have a material adverse impact on the working capital or gearing position of the Company. The Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position of the Company which, in the opinion of the Directors, are from time to time appropriate for the Company.

5. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) has any present intention to sell any Shares to the Company.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

The Directors will exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Bermuda. All Shares repurchased by the Company pursuant to the Share Buy-back Mandate will be cancelled. Neither the Explanatory Statement nor the Share Buy-back Mandate has any unusual features.

6. EFFECT OF THE TAKEOVERS CODE

Pursuant to Rule 32 of the Takeovers Code, if as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best of the knowledge and belief of the Company, as at the Latest Practicable Date, Great Wall Pan Asia (BVI) Holding Limited (“GWPA(BVI)”) is a substantial Shareholder of the Company which is directly interested in 1,174,018,094 Shares, representing approximately 74.89% of the total issued share capital of the Company. GWPA(BVI) is a wholly-owned subsidiary of Great Wall International, which is in turn wholly-owned by GWAMCC.

In the event of the Directors exercising in full the power to buy back Shares under the Share Buy-back Mandate, the aggregate shareholding of GWPA(BVI), Great Wall International and GWAMCC would be increased to approximately 83.21% of the total issued share capital of the Company (if GWPA(BVI) does not participate in such buy-back).

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required under the Listing Rules.

7. SHARE BUY-BACKS MADE BY THE COMPANY

The Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise) during the 6 months prior to the Latest Practicable Date.

20 -

APPENDIX II

EXPLANATORY STATEMENT

ON THE SHARE BUY-BACK MANDATE

8. SHARE PRICE

The highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange during each of the 12 months immediately preceding (and including) the Latest Practicable Date were as follows:

| Year & Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| March | 0.355 | 0.270 |
| April | 0.315 | 0.270 |
| May | 0.330 | 0.295 |
| June | 0.330 | 0.300 |
| July | 0.300 | 0.250 |
| August | 0.320 | 0.255 |
| September | 0.305 | 0.250 |
| October | 0.330 | 0.255 |
| November | 0.315 | 0.265 |
| December | 0.295 | 0.250 |
| 2025 | | |
| January | 0.305 | 0.220 |
| February | 0.300 | 0.230 |
| March (up to the Latest Practicable Date) | 0.275 | 0.240 |

NOTICE OF ANNUAL GENERAL MEETING

長城環亞控股有限公司

GREAT WALL PAN ASIA HOLDINGS LIMITED

(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 Rooms 2001-2002, 20th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Wednesday, 18 June 2025 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

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 2024.
To re-elect Mr. Wang Hai as an executive director of the Company.
To re-elect Ms. Li Li Hua as an independent non-executive director of the Company.
To re-elect Mr. Moy Yee Wo Matthew as an independent non-executive director of the Company.
To re-elect Dr. Xie Wensi as an independent non-executive director of the Company.
To authorise the board of directors of the Company to fix the respective directors' remuneration.
To re-appoint BDO Limited as the auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
For identification purpose only

NOTICE OF ANNUAL GENERAL MEETING

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

“THAT:

(a) subject to the limits set out in paragraphs 8(c) and 8(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 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;

(b) 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;

(c) 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;

(d) 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 10, 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

23 -

NOTICE OF ANNUAL GENERAL MEETING

(e) for the purpose of this resolution: “Excluded Issue” means:

(i) a Rights Issue (as hereinafter defined); or
(ii) 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
(iii) 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
(iv) 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:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;
(ii) 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
(iii) 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).

NOTICE OF ANNUAL GENERAL MEETING

"THAT:

(a) subject to the limits set out in paragraphs 9(b) and 9(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;

(b) 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;

(c) 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

(d) for the purpose of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

(ii) 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

(iii) 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."

25 -

NOTICE OF ANNUAL GENERAL MEETING

"THAT conditional upon resolutions 8 and 9 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 8 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 9 above."

By Order of the Board

Great Wall Pan Asia Holdings Limited

Wang Hai

Chairman and Executive Director

Hong Kong, 28 March 2025

Notes:

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.
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.
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.
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.
26 -

NOTICE OF ANNUAL GENERAL MEETING

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, 16 June 2025 (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.
For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Thursday, 12 June 2025 to Wednesday, 18 June 2025, 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 Wednesday, 11 June 2025.
Shareholders of the Company are advised to read the circular to the shareholders of the Company dated 28 March 2025 which contains further information on the proposals in relation to (i) the general mandates to issue and to buy back shares of the Company; and (ii) the re-election of retiring directors of the Company.
27 -

AI assistant

Mao Geping Cosmetics Co., Ltd. Proxy Solicitation & Information Statement 2025

49848_rns_2025-03-27_3b189380-36ea-440f-8568-7527198ab499.pdf

長城環亞控股有限公司

長城環亞控股有限公司

GREAT WALL PAN ASIA HOLDINGS LIMITED

1. INTRODUCTION

2. PROPOSED GRANTING OF THE ISSUANCE MANDATE AND ITS EXTENSION

3. PROPOSED GRANTING OF THE SHARE BUY-BACK MANDATE

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Nomination Procedures

5. ANNUAL GENERAL MEETING, PROXY ARRANGEMENT AND CLOSURE OF REGISTER OF MEMBERS

6. RECOMMENDATION

7. RESPONSIBILITY STATEMENT

(2) Ms. Li Li Hua

Independent Non-executive Director

(3) Mr. Moy Yee Wo Matthew

Independent Non-executive Director

(4) Dr. Xie Wensi

Independent Non-executive Director

3. FUNDING OF SHARE BUY-BACK

4. IMPACT OF SHARE BUY-BACK

5. GENERAL

6. EFFECT OF THE TAKEOVERS CODE

7. SHARE BUY-BACKS MADE BY THE COMPANY

8. SHARE PRICE

長城環亞控股有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

AI assistant

Mao Geping Cosmetics Co., Ltd. — Proxy Solicitation & Information Statement 2025

49848_rns_2025-03-27_3b189380-36ea-440f-8568-7527198ab499.pdf

長城環亞控股有限公司

長城環亞控股有限公司

GREAT WALL PAN ASIA HOLDINGS LIMITED

1. INTRODUCTION

2. PROPOSED GRANTING OF THE ISSUANCE MANDATE AND ITS EXTENSION

3. PROPOSED GRANTING OF THE SHARE BUY-BACK MANDATE

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Nomination Procedures

5. ANNUAL GENERAL MEETING, PROXY ARRANGEMENT AND CLOSURE OF REGISTER OF MEMBERS

6. RECOMMENDATION

7. RESPONSIBILITY STATEMENT

(2) Ms. Li Li Hua

Independent Non-executive Director

(3) Mr. Moy Yee Wo Matthew

Independent Non-executive Director

(4) Dr. Xie Wensi

Independent Non-executive Director

3. FUNDING OF SHARE BUY-BACK

4. IMPACT OF SHARE BUY-BACK

5. GENERAL

6. EFFECT OF THE TAKEOVERS CODE

7. SHARE BUY-BACKS MADE BY THE COMPANY

8. SHARE PRICE

長城環亞控股有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

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Mao Geping Cosmetics Co., Ltd. Proxy Solicitation & Information Statement 2025