Golden Wheel Tiandi : DISCLOSEABLE TRANSACTION DISPOSALS OF GANGLONG CHINA PROPERTY SHARES ON THE OPEN MARKET OF THE STOCK EXCHANGE

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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

GOLDEN WHEEL TIANDI HOLDINGS COMPANY LIMITED ږቃ˂ήછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1232)

DISCLOSEABLE TRANSACTION

DISPOSALS OF GANGLONG CHINA PROPERTY SHARES ON

THE OPEN MARKET OF THE STOCK EXCHANGE

THE DISPOSALS

The Board announces that:

• (i) on 3 December 2020, the Company disposed of a total of 10,000,000 Ganglong China Property Shares in a series of transactions conducted on 3 December 2020, at an aggregate cash consideration of HK$40,100,000 (before deducting stamp duty and related transaction costs) and at an average price of HK$4.01 per Ganglong China Property Share, on the open market of the Stock Exchange; and

• (ii) on 25 March 2021, the Company further disposed of a total of 4,500,000 Ganglong China Property Shares in a series of transactions conducted on 25 March 2021, at an aggregate cash consideration of HK$20,160,000 (before deducting stamp duty and related transaction costs) and at an average price of HK$4.48 per Ganglong China Property Share, on the open market of the Stock Exchange.

LISTING RULE IMPLICATIONS

All of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Disposals conducted on 3 December 2020 and 25 March 2021, respectively, are less than 5%. However, when calculated on an aggregated basis, one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Disposals is more than 5% but less than 25%, and therefore, the Disposals, on an aggregated basis, constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

THE DISPOSALS

The Board announces that:

• (i) on 3 December 2020, the Company disposed of a total of 10,000,000 Ganglong China Property Shares in a series of transactions conducted on 3 December 2020, at an aggregate cash consideration of HK$40,100,000 (before deducting stamp duty and related transaction costs) and at an average price of HK$4.01 per Ganglong China Property Share, on the open market of the Stock Exchange; and

• (ii) on 25 March 2021, the Company further disposed of a total of 4,500,000 Ganglong China Property Shares in a series of transactions conducted on 25 March 2021, at an aggregate cash consideration of HK$20,160,000 (before deducting stamp duty and related transaction costs) and at an average price of HK$4.48 per Ganglong China Property Share, on the open market of the Stock Exchange.

The Ganglong China Property Shares disposed of in the Disposals amounted to approximately 0.89% of the issued share capital of Ganglong China Property as at 28 February 2021.

As the Ganglong China Property Shares were disposed of on the open market of the Stock Exchange, the Directors are not aware of the identities of the counterparties to the Disposals or their respective principal business activities (if applicable). To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of the counterparties to the Disposals and (if applicable) their respective ultimate beneficial owners is a third party independent of the Company and its connected persons.

The aggregate gross proceeds from the Disposals are approximately HK$60,260,000. The sale price under the relevant disposals, conducted in a series of transactions represented the prevailing market price of the Ganglong China Property Shares at the time of the relevant transactions on 3 December 2020 and 25 March 2021, respectively.

Settlement of the Disposals has taken or will take place on the second trading day after the orders regarding the relevant Disposals have been made.

After the completion of the Disposals, the remaining number of Ganglong China Property Shares held by the Company is 5,500,000. The Ganglong China Property Shares were subscribed by the Company on 3 July 2020 under the Global Offering, details of which are set out in the Ganglong China Property Prospectus and the announcements of the Company dated 3 July 2020 and 14 July 2020, respectively.

INFORMATION ON THE GROUP

The Company is an investment holding company, and its subsidiaries established in the PRC are primarily engaged in property development, property leasing and hotel operation.

INFORMATION ON GANGLONG CHINA PROPERTY

Ganglong China Property is an established property developer in the Yangtze River Delta region and Ganglong China Property and its subsidiaries focus on the development and sales of properties predominantly for residential use mixed with accompanying ancillary facilities, such as retail units, car parks and ancillary areas.

Details of the business of Ganglong China Property and its subsidiaries are set out in the Ganglong China Property Prospectus, which has been published on the website of the Stock Exchange on 29 June 2020.

Set out below is the audited consolidated financial information of Ganglong China Property for the two years ended 31 December 2019 and 2020, which has been extracted from the Ganglong China Property Prospectus and the annual results announcement for the year ended 31 December 2020 of Ganglong China Property published on 19 March 2021, respectively:

For the year ended

31 December

2019	2020
RMB'000	RMB'000
Net profit before taxation	763,888	1,023,623
Net profit after taxation	470,064	641,939

As at 31 December 2019 and 2020, the consolidated net asset value of Ganglong China Property was approximately RMB1,653,354,000 and RMB4,486,693,000, respectively.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, Ganglong China Property and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

REASONS FOR AND BENEFITS OF THE DISPOSALS

The Group is an integrated commercial and residential property developer, and is principally engaged in property development, property leasing and hotel operation in the PRC.

Based on the recent market prices of the Ganglong China Property Shares, the Directors are of the view that it is the appropriate time for the Company to realise part of its investment in Ganglong China Property and reallocate its resources to the Group's other businesses.

The Directors expect to recognise an unaudited gain in statement of profit or loss of approximately HK$3,275,000 from the Disposals, being the difference between the total aggregate consideration of the Disposals and the book value attributable to the Ganglong China Property Shares being disposed of. Shareholders should note that the actual amount of gain on the Disposals to be recorded by the Company will be subject to review by the auditors of the Company.

It is expected that the proceeds from the Disposals will be used for general working capital of the Group.

Given that the Disposals were made on the open market of the Stock Exchange, the Board considers that all the Ganglong China Property Shares disposed of were sold at the then prevailing market prices and the terms of the Disposals are fair, reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULE IMPLICATIONS

All of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Disposals conducted on 3 December 2020 and 25 March 2021, respectively, are less than 5%. However, one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Disposals, when calculated on an aggregated basis, is more than 5% but less than 25%, and therefore, the Disposals, on an aggregated basis, constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

"Board"	the board of Directors
"Company"	Golden Wheel Tiandi Holdings Company Limited, a
company incorporated in the Cayman Islands with limited
liability, the Shares of which are listed on the Stock
Exchange (Stock Code: 1232)
"connected persons"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Disposals"	the disposals of a total of 14,500,000 Ganglong China
Property Shares on the market of the Stock Exchange by
the Company in a series of transactions conducted on 3
December 2020 and 25 March 2021, respectively
5

"Ganglong China	Ganglong China Property Group Limited, a company
Property"	incorporated in the Cayman Islands with limited liability,
the shares of which are listed on the Stock Exchange (Stock
Code: 6968)
"Ganglong China Property	the prospectus dated 29 June 2020 issued by Ganglong
Prospectus"	China Property in relation to the Global Offering
"Ganglong China Property	ordinary share(s) of HK$0.01 each in the share capital of
Share(s)"	Ganglong China Property
"Global Offering"	the initial public offering of the Ganglong China Property
Shares by way of global offering
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	ordinary share(s) of US$0.01 each in the share capital of the
Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
6

"US$"	United States dollars, the lawful currency of the United
States of America
"%"	per cent
Hong Kong, 25 March 2021

By order of the Board

Golden Wheel Tiandi Holdings Company Limited

Wong Yam Yin

Chairman

As at the date of this announcement, the Board comprises Mr. Wong Yam Yin, Mr. Wong Kam Fai, Mr. Wong Kam Keung, Barry, Mr. Tjie Tjin Fung and Mr. Janata David as Executive Directors; Mr. Suwita Janata and Mr. Gunawan Kiky as Non-Executive Directors; Mr. Wong Ying Loi, Mr. Lie Tak Sen, Mr. Wong Cho Kei, Bonnie and Mr. Li Sze Keung as Independent Non-Executive Directors.