China Gem : (I) FURTHER DELAY IN PUBLICATION OF AUDITED 2020 ANNUAL RESULTS; (II) DELAY IN DESPATCH OF 2020 ANNUAL REPORT; (III) POSTPONEMENT OF BOARD MEETING; (IV) FURTHER DELAY IN DESPATCH OF CIRCULAR; AND (V) CONTINUED SUSPENSION OF TRADING

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China Gem Holdings Limited

中 國 中 石 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1191)

1. 1. FURTHER DELAY IN PUBLICATION OF AUDITED 2020 ANNUAL RESULTS;
2. DELAY IN DESPATCH OF 2020 ANNUAL REPORT; (III) POSTPONEMENT OF BOARD MEETING;

(IV) FURTHER DELAY IN DESPATCH OF CIRCULAR; AND

(V) CONTINUED SUSPENSION OF TRADING

FURTHER DELAY IN PUBLICATION OF AUDITED 2020 ANNUAL RESULTS

Reference is made to the (i) announcement of China Gem Holdings Limited (the ''Company'', together with its subsidiaries, collectively referred to as the ''Group'') dated 1 April 2021 in respect of the delay in publication of the 2020 Annual Results; (ii) the announcement of the Company dated 15 April 2021 in relation to the unaudited 2020 Annual Results; and (iii) the announcement of the Company dated 20 April 2021 in relation to the date of Board meeting (collectively the ''Announcements''). Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as defined in the Announcements.

The Board announces that additional time is required by the Group's auditors (the ''Auditors'') to perform and complete its audit work. Accordingly, the Company is unable to publish the 2020 Annual Results on 30 April 2021. The Company has been using its best endeavors to assist the Auditors to complete the audit work. It is expected that the audited 2020 Annual Results will be published on 7 May 2021.

The Board acknowledges that the delay in publication of the audited 2020 Annual Results constitutes non-compliance of Rule 13.49(1) of the Listing Rules.

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DELAY IN DESPATCH OF 2020 ANNUAL REPORT

Pursuant to Rule 13.46(1)(a) of the Listing Rules, the Company is required to despatch the annual report of the Company for the year ended 31 December 2020 (the ''2020 Annual Report'') to the Shareholders on or before 30 April 2021.

Due to the further delay in publication of the audited 2020 Annual Results, there will be a delay in despatch of the 2020 Annual Report. It is expected that the 2020 Annual Report will be despatched to the Shareholders on or before 31 May 2021.

The Board acknowledges that the delay in despatch of the 2020 Annual Report constitutes non-compliance with Rule 13.46(1)(a) of the Listing Rules.

POSTPONEMENT OF THE BOARD MEETING

As additional time is required to finalise the audited 2020 Annual Results, the Board meeting scheduled to be held on Wednesday, 28 April 2021 for the purpose of, among other matters, considering and approving the 2020 Annual Results for publication, and the recommendation of a final dividend, if applicable, will be postponed to Friday, 7 May 2021.

FURTHER DELAY IN DESPATCH OF CIRCULAR

Reference is made to the announcement of the Company dated 3 February 2021, 26 February 2021 and 31 March 2021 in relation to a major transaction (collectively the ''MT Announcements''). Capitalised terms used in this announcement shall have the same meanings as defined in the MT Announcements unless the context requires otherwise.

As stated in the MT Announcements, a circular containing, among other things, (i) further details of the Share Transfer; (ii) the financial information of the Target Company; (iii) a notice convening the SGM; and (iv) other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 30 April 2021.

As additional time is required for the Company to finalise certain information in the circular, it is expected that the despatch date of the circular will be delayed to a date falling on or before 31 May 2021.

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CONTINUED SUSPENSION OF TRADING

At the request of the Company, trading in its shares on the Stock Exchange has been suspended with effect from 9 : 00 a.m. on 1 April 2021 and will remain suspended until the release of the audited 2020 Annual Results.

By order of the Board

China Gem Holding Limited

Zhong Ling

Executive Director

Hong Kong, 28 April 2021

As at the date of this announcement, the Board comprises Mr. Zhong Ling and Mr. Yan Ping being executive Directors; Mr. Kan Chi Ming being non-executive Director; and Mr. Warren Lee Primhak and Mr. Li Haibo being independent non-executive Director.

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