Golden Wheel Tiandi : PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Golden Wheel Tiandi Holdings Company Limited, you should at once hand this circular, together with the enclosed 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.

GOLDEN WHEEL TIANDI HOLDINGS COMPANY LIMITED

金 輪 天 地 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1232)

PROPOSALS FOR RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES AND

TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "AGM") of Golden Wheel Tiandi Holdings Company Limited to be held at Unit 1302 F&G, 13th Floor, Block B, Sea View Estate, 4-6 Watson Road, North Point, Hong Kong on Friday, 21 May 2021 at 9:30 a.m. is set out on pages 18 to 22 of this circular.

Shareholders are advised to read the notice. Whether or not you are able to attend the AGM, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed on it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM (or any adjournment of such meeting). The lodging of the form of proxy will not preclude you from attending the AGM and voting in person at the AGM or any adjourned meeting should you so wish.

In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the AGM to protect attendees from the risk of infection:

• compulsory body temperature checks
• recommended wearing of surgical face masks
• no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

20 April 2021

			CONTENTS
				Page
DEFINITIONS .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
I.	Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
II.	Re-electionof Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
III.	General Mandates to Issue New Shares and to Repurchase Shares . . . . . .	5
IV.	AGM .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
V.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
VI.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
VII. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
VIII. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I	-	DETAILS OF THE DIRECTORS PROPOSED
			TO BE RE-ELECTEDAT THE AGM . . . . . . . . . . . . . . . . .	8
APPENDIX II	-	EXPLANATORY STATEMENT ON
			REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- i -

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at
	Unit 1302 F&G, 13th Floor, Block B, Sea View Estate,
	4-6 Watson Road, North Point, Hong Kong on Friday, 21
	May 2021 at 9:30 a.m., the notice of which is set out on
	pages 18 to 22 of this circular, or any adjournment of
	such meeting
"Articles of Association"	the articles of association of the Company as amended
	from time to time
"Board"	the board of Directors
"Cayman Islands Companies Act"	the Companies Act, Cap. 22 (Act 3 of 1961, as
	consolidated and revised) of the Cayman Islands, as
	amended, supplemented and/or otherwise modified from
	time to time
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	Golden Wheel Tiandi Holdings Company Limited, a
	company incorporated in the Cayman Islands with limited
	liability, the issued Shares of which are listed on the Main
	Board of the Stock Exchange
"controlling shareholder"	has the meaning ascribed to it under the Listing Rules
	and, in the context of this circular, refers to the Wong
	Family
"core connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	director(s) of the Company
"Group"	the Company and its subsidiaries from time to time
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC

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	DEFINITIONS
"Issue Mandate"	a general and unconditional mandate to the Directors to
	exercise the power to allot, issue or otherwise deal with
	Shares of up to a maximum of 20% of the total number of
	Shares in issue as at the date of the passing of the
	relevant resolution
"Latest Practicable Date"	14 April 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information contained in this circular. The total
	number of issued Shares and the issued share capital of
	the Company referred to in this circular assume that the
	1,600,000 Shares, 1,158,000 Shares and 678,000 Shares
	repurchased by the Company on 31 March 2021, 1 April
	2021 and 7 April 2021, respectively, are duly cancelled on
	or before the date of this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange, as may be amended from time to time
"PRC"	the People's Republic of China
"Repurchase Mandate"	a general and unconditional mandate to the Directors to
	enable them to repurchase Shares of up to a maximum of
	10% of the total number of Shares in issue as at the date
	of the passing of the relevant resolution
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong, as amended, supplemented and/or
	otherwise modified from time to time
"Share(s)"	ordinary share(s) of US$0.01 each in the issued share
	capital of the Company
"Share Option Scheme"	the share option scheme adopted by the Company pursuant
	to the written resolution passed by the Shareholders on 10
	December 2012
"Shareholder(s)"	the registered holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary"	in relation to a company, has the meaning ascribed to it
	under the Listing Rules, whether incorporated in Hong
	Kong or elsewhere

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	DEFINITIONS
"Takeovers Code"	the Code on Takeovers and Mergers published by the
	Securities and Futures Commission of Hong Kong as
	amended from time to time
"United States"	the United States of America
"US$"	United States dollar(s), the lawful currency of the United
	States
"Wong Family"	Mr. Wong Yam Yin (王欽賢), Mr. Wong Kam Fai (王錦
	輝), Mr. Wong Kam Keung, Barry (王錦強) and Ms. Hung
	So Ling (洪素玲)
"%"	per cent

In this circular, if there is any inconsistency between the Chinese names and their English translations of the entities or enterprises established in the PRC or Indonesia, the Chinese names shall prevail.

References to time and dates in this circular are to Hong Kong time and dates.

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LETTER FROM THE BOARD

GOLDEN WHEEL TIANDI HOLDINGS COMPANY LIMITED

金 輪 天 地 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1232)

Executive Directors	Registered office
Mr. Wong Yam Yin (Chairman)	Cricket Square
Mr. Wong Kam Fai	Hutchins Drive
(Vice Chairman, Chief Executive Officer)	P.O. Box 2681
Mr. Wong Kam Keung, Barry	Grand Cayman KY1-1111
(Standing Vice President)	Cayman Islands
Mr. Tjie Tjin Fung (Vice Chairman)
Mr. Janata David	Headquarters and principal place of
	business in the PRC
Non-Executive Directors	33/F, Golden Wheel International Plaza
Mr. Suwita Janata (Vice Chairman)	No. 8, Hanzhong Road
Mr. Gunawan Kiky	Nanjing
	PRC
Independent Non-Executive Directors
Mr. Wong Ying Loi	Principal place of business in Hong Kong
Mr. Lie Tak Sen	Unit A, 18/F
Mr. Wong Cho Kei, Bonnie	Lee & Man Commercial Center
Mr. Li Sze Keung	169 Electric Road
	Fortress Hill
	Hong Kong
	20 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES AND

TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you information regarding (i) the re-election of Directors; (ii) the grant of general mandates to the Directors to issue new Shares and to repurchase Shares and to grant an extension thereof; and (iii) the notice of the AGM. This

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LETTER FROM THE BOARD

circular is to give the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.

1. RE-ELECTIONOF DIRECTORS

In accordance with Article 84 of the Articles of Association and the corporate governance code set out under Appendix 14 to the Listing Rules and pursuant to the relevant Directors' wishes, Mr. Wong Yam Yin, Mr. Wong Kam Keung, Barry, Mr. Tjie Tjin Fung and Mr. Gunawan Kiky shall retire from office by rotation and, being eligible, offer themselves for re-election as Directors at the AGM.

The nomination committee of the Company (the "Nomination Committee") had assessed and reviewed the appropriateness of the re-elections of the Directors at the AGM.

The biographical details of the above retiring Directors which are required to be disclosed under the Listing Rules are set out in Appendix I to this circular.

III. GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 22 May 2020, general mandates were given to the Directors: (i) to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the total number of Shares in issue as at the date thereof and (ii) to allot, issue and deal with Shares not exceeding 20% of the total number of Shares in issue as at the date thereof. Such mandates will lapse at the conclusion of the AGM.

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Repurchase Mandate to the Directors. The Repurchase Mandate would continue in force until the conclusion of the next annual general meeting of the Company or until the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is the earlier. Separate ordinary resolution will also be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Issue Mandate (representing a general mandate to allot, issue and deal with a maximum of 359,804,000 Shares on the basis that no further Shares are issued or repurchased prior to the AGM) by way of a general mandate to the Directors and extending the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate.

The explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to be included in this circular is set out in Appendix II to this circular.

IV. AGM

The notice convening the AGM to be held at Unit 1302 F&G, 13th Floor, Block B, Sea View Estate, 4-6 Watson Road, North Point, Hong Kong on Friday, 21 May 2021 at 9:30 a.m. is set out on pages 18 to 22 of this circular. At the AGM, ordinary resolutions will be proposed for the Shareholders to consider and to approve, inter alia, the re-election of Directors, the granting

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LETTER FROM THE BOARD

of the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate by an amount representing the number of Shares repurchased pursuant to the Repurchase Mandate.

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM shall be taken by poll. The poll results of the AGM will be published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.gwtd.com.hk) after the AGM, in the manner prescribed under the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed on it and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment of such meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment of such meeting should you so wish.

1. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the AGM to be held on Friday, 21 May 2021, the register of members of the Company will be closed from Monday, 17 May 2021 to Friday, 21 May 2021 (both days inclusive), during which period no transfer of Shares will be effected. In order to determine the identity of members who are entitled to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 14 May 2021.

The record date for such purposes is Friday, 21 May 2021.

VI. 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 Group. 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 not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading insofar as it relates to the Company.

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LETTER FROM THE BOARD

VII. RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the opinion that the proposals referred to in this circular are in the best interests of the Company and the Shareholders as a whole and therefore recommend that all Shareholders vote in favour of the relevant resolutions to be proposed at the AGM.

VIII. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Details of the Directors proposed to be re-elected at the AGM) and Appendix II (Explanatory Statement on Repurchase Mandate) to this circular.

By Order of the Board

Golden Wheel Tiandi Holdings Company Limited

Wong Yam Yin

Chairman

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Set out below are details of the Directors who will retire at the AGM and, being eligible, will offer themselves for re-election as Directors at the AGM.

Mr. Wong Yam Yin

Mr. Wong Yam Yin (王欽賢), aged 79, is an Executive Director, the Chairman of our Board and Nomination Committee. Mr. Wong is one of the founders of our Group and our controlling shareholders. He is responsible for our overall strategy, business and investment planning. Mr. Wong was appointed as a Director on 26 April 2012.

Mr. Wong has over 30 years of experience in business management. He established Golden Wheel Trading Company Limited (金輪貿易有限公司) in 1983 in Hong Kong to engage in metal trading business. He, together with his wife Ms. Hung So Ling, elder son Mr. Wong Kam Fai and younger son Mr. Wong Kam Keung, Barry, established our Group in 1994 to engage in real estate development business.

Other than his role in the Group, Mr. Wong is involved in various associations, including being:

• a consultant of All-China Federation of Returned Overseas Chinese Association*;
• a Standing Council Member of China Overseas Exchange Association*;
• a Standing Deputy Chairman of China Federation of Overseas Chinese Entrepreneurs*;
• a President and Permanent Honorary President of Hong Kong Federation of Overseas Chinese Association*;
• a Permanent Honorary President of Hong Kong Chiao Yao Association*;
• a Chairman & CEO of Hong Kong Qiao Ai Foundation Limited*;
• a Standing Director of Hong Kong Federation of Fujian Associations*;
• a Standing Director of Federation of Hong Kong Guangdong Community Organizations*; and
• the Honorary Principal of Zhuzhou Golden Wheel Qiaoxin School*.

Mr. Wong received various awards in recognition of his contribution to society, including the "Chief Executive's Commendation for Community Service (行政長官社區服務獎狀)" by the Hong Kong government in 2004, the "Prize for Outstanding Contribution to Beichuan Middle School*" by All-China Federation of Returned Overseas Chinese Association*, the "Manufacturer with Honesty and Integrity of 2010" by All-China Federation of Industry and Commerce, Hardware and Electromechanical Chamber in 2010, the "Award of Outstanding

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Chinese jointly held by Global Outstanding Chinese Association and Chinese Literature Publishing House in 2014, and the Honor of Serving Chinese Society by Overseas' Chinese Office of the State Council* in 2014. In 2019, Mr. Wong was also awarded the "Overseas Chinese Charity Star".

Mr. Wong received his bachelor's degree in physics from Huaqiao University in 1967.

Save as disclosed above, Mr. Wong does not hold any directorship in other public listed companies nor does he have any other major work experience.

Mr. Wong Yam Yin is the husband of Ms. Hung So Ling, the father of Mr. Wong Kam Fai (an Executive Director) and Mr. Wong Kam Keung, Barry (an Executive Director), and the brother of Ms. Julia Oscar (the wife of Mr. Suwita Janata, a Non-executive Director).

As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Mr. Wong and his family were interested in 706,785,600 Shares, which represented approximately 39.29% of the issued share capital of the Company and interested in debentures of the Company in the amount of USD7,820,000.

Mr. Wong renewed his service agreement with the Company for a term of two years commencing from 16 January 2021 and will be subject to retirement by rotation and re-election in accordance with the Articles of Association. Either the Company or Mr. Wong may terminate the said service agreement at any time by giving not less than three months' notice in writing to the other. Pursuant to the terms of his service agreement, Mr. Wong is entitled to an annual emolument of HK$360,000 which has been determined by the Board with reference to his role, duties and experience. He is also entitled a discretionary bonus to be determined by the Board subject to performance. The above emolument and bonus do not include the remuneration received by Mr. Wong who also served in other positions of the Group.

Save as disclosed above, there are no other matters in relation to Mr. Wong's re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Wong Kam Keung, Barry

Mr. Wong Kam Keung, Barry (王錦強), aged 47, is an Executive Director and the Standing Vice President of the Group. He is also one of the controlling shareholders of the Company. He is responsible for administration, human resources management and projects development of the Group in Hunan province. Mr. Wong joined the Group in 1996. Mr. Wong has been the General Manager of Zhuzhou Golden Wheel Real Estate Limited since 1 August 2004 and Zhuzhou Golden Wheel Business Management Limited since 1 February 2010, respectively. Mr. Wong was appointed as a Director on 26 April 2012. He has over 20 years of experience in the real estate industry.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Wong is involved in various associations, including being:

• a member of Hunan Provincial Committee of the Chinese People's Political Consultative Conference*;
• a member of Youth Committee of All-China Federation of Returned Overseas Chinese Association*;
• a standing committee member of Guangdong Provincial Overseas Chinese Association*;
• a Deputy Chairman of Shenzhen Returned Overseas Chinese Association*;
• a Deputy Chairman of Hunan Provincial Federation of Overseas Chinese Entrepreneurs*;
• a Director of Hong Kong Federation of Overseas Chinese Associations*;
• a standing committee member of Hunan Provincial Federation of Returned Overseas Chinese Association*;
• a standing committee member of Changsha Overseas Fraternal Association*; and
• a standing committee member of Nanjing Overseas Fraternal Association*.

Mr. Wong completed the Foundation Studies Certificate Course of Unisearch Limited (now known as New South Innovations Pty Limited, an entity controlled by The University of New South Wales of Australia) in 1993.

Save as disclosed above, Mr. Wong does not hold any directorship in other public listed companies nor does he have any other major work experience.

Mr. Wong Kam Keung, Barry is the younger son of Mr. Wong Yam Yin (an Executive Director) and Ms. Hung So Ling, and the younger brother of Mr. Wong Kam Fai (an Executive Director).

As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Mr. Wong and his family were interested in (i) 706,785,600 Shares, which represented approximately 39.29% of the issued share capital of the Company; and (ii) debentures of the Company in the amount of US$7,820,000. Meanwhile, as at the Latest Practicable Date, Mr. Wong Kam Keung, Barry was also beneficially interested in 26,714,000 Shares, representing approximately 1.48% of the issued share capital of the Company together with his elder brother Mr. Wong Kam Fai.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Wong renewed his service agreement with the Company for a term of two years commencing from 16 January 2021 and will be subject to retirement by rotation and re-election in accordance with the Articles of Association. Either the Company or Mr. Wong may terminate the said service agreement at any time by giving not less than three months' notice in writing to the other. Pursuant to the terms of his service agreement, Mr. Wong is entitled to an annual emolument of HK$144,000 which has been determined by the Board with reference to his role, duties and experience. He is also entitled to a discretionary bonus to be determined by the Board subject to his performance. The above emolument and bonus do not include the remuneration received by Mr. Wong who also served in other positions of the Group.

Save as disclosed above, there are no other matters in relation to Mr. Wong's re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Tjie Tjin Fung

Mr. Tjie Tjin Fung, aged 70, is an Executive Director and a Vice Chairman of the Board. Mr. Tjie is responsible for overseeing the Group's operation, and formulating the Group's investment strategies. He joined the Group in 2002. Mr. Tjie was appointed as a Director on 26 April 2012.

Mr. Tjie is an Indonesian Chinese. Being an entrepreneur, he established his own manufacturing business in Indonesia in the 1970s.

Mr. Tjie is involved in various associations, including being:

• a counselling member of Indonesia Kota Bandung Social Welfare Fund*;
• a Chairman of Indonesia Bandung Hakka Chinese Association*;
• a Charter President of Indonesia Bandung Lions Clubs International*;
• an Honorary Chairman of Guangdong Provincial Federation of Indonesian Social Institutes*;
• an Honorary Chairman of Indonesia Hakka Chinese Association*;
• an Honorary Chairman of Indonesia Mei Zhou Club*; and
• an Honorary Chairman of Indonesia Chinese Association*.

Save as disclosed above, Mr. Tjie does not hold any directorship in other public listed companies nor does he have any other major work experience.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Tjie does not have any relationships with any other Directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Mr. Tjie and his family were interested in 80,268,950 Shares held by Chun Hung Investments Limited, a company owned by Mr. Tjie and his family, which represented 4.46% of the issued share capital of the Company.

Mr. Tjie renewed his service agreement with the Company for a term of two years commencing from 16 January 2021 and will be subject to retirement by rotation and re-election in accordance with the Articles of Association. Either the Company or Mr. Tjie may terminate the said service agreement by giving not less than three months' notice in writing to the other. Pursuant to the terms of his service agreement, Mr. Tjie is entitled to an annual emolument of HK$288,000 which has been determined by the Board with reference to his qualification, experience, responsibilities to be undertaken, and the prevailing market level of remuneration of similar position.

Save as disclosed above, there are no other matters in relation to Mr. Tjie's re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Gunawan Kiky

Mr. Gunawan Kiky, aged 73, is a Non-executive Director. He joined our Group in 2002. Mr. Gunawan was appointed as a Director on 26 April 2012.

Mr. Gunawan is an Indonesian Chinese. In the 1980s, he established his own trading business.

Mr. Gunawan joined Indonesia Bandung Lions Clubs International* in 1989. In 2000, Mr. Gunawan founded Indonesia Bandung Hakka Chinese Association* and has been a financial supervisor of the association

Save as disclosed above, Mr. Gunawan does not hold any directorship in other public listed companies nor does he have any other major work experience.

Mr. Gunawan does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Mr. Gunawan and his family, were interested in (i) 86,360,950 Shares held by Fire Spark Holdings Limited, a company wholly-owned by Mr. Gunawan which represented approximately 4.80% of the issued share capital of the Company; and (ii) debentures of the Company in the amount of US$3,100,000.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Gunawan renewed his service agreement with the Company for a term of two years commencing from 16 January 2021 and will be subject to retirement by rotation and re-election in accordance with the Articles of Association. Either the Company or Mr. Gunawan may terminate the said service agreement by giving not less than three months' notice in writing to the other. Pursuant to the terms of his service agreement, Mr. Gunawan is entitled to an annual emolument of HK$240,000 which has been determined by the Board with reference to his qualification, experience, responsibilities to be undertaken, and the prevailing market level of remuneration of similar position.

Save as disclosed above, there are no other matters in relation to Mr. Gunawan's re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

• The English translation of the Chinese names of the PRC entities or Indonesian entities (as applicable) above, where indicated, is included for identification purposes only and is not the official English names for such PRC entities or Indonesian entities (as applicable).

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix serves as an explanatory statement to the Shareholders as 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 ordinary resolution to be proposed at the AGM in relation to the granting of the proposed Repurchase Mandate.

REASONS FOR SHARE REPURCHASES

Whilst the Directors do not presently intend to repurchase any Shares, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and the Shareholders. Trading on the Stock Exchange is sometimes volatile. In the event that the Shares are traded at a discount to their underlying value, the ability of the Company to repurchase Shares would be beneficial to the Shareholders who retain their investment in the Company since this may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of net assets and/or earnings per Share. The Repurchase Mandate will only be exercised when the Directors believe that Share repurchases will benefit the Company and the Shareholders.

SHARE CAPITAL

As at the Latest Practicable Date, the total issued share capital of the Company is US$17,990,200 divided into 1,799,020,000 fully paid-up Shares in issue. On 31 March 2021, 1 April 2021 and 7 April 2021, the Company repurchased 1,600,000 Shares, 1,158,000 Shares and 678,000 Shares, respectively, on the Stock Exchange, and such Shares are expected to be cancelled on or before 20 April 2021. Assuming that all the aforesaid Shares that have been repurchased are duly cancelled on or before 20 April 2021, the total issued share capital of the Company as at the date of this circular is US$17,990,200 divided into 1,799,020,000 fully paid-up Shares in issue.

Subject to the approval of the Repurchase Mandate, the exercise of the Repurchase Mandate would enable the Company to repurchase up to a maximum of 179,902,000 Shares, assuming that there are no issues of new Shares or any Shares which may be allotted and issued pursuant to the exercise of any options which have been or may be granted under the Share Option Scheme, or Share repurchases, from the Latest Practicable Date to the date of the AGM.

SOURCE OF FUNDS FOR SHARE REPURCHASES AND IMPACT OF REPURCHASES

Share repurchases by the Company must be funded out of funds legally available for such purpose in accordance with the Articles of Association, the Cayman Islands Companies Act, the applicable laws and regulations of the Cayman Islands and the Listing Rules. A listed company is prohibited from repurchasing its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Subject to the foregoing, any Share repurchase by the Company may be made out of the profits, the share premium account of the Company or the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if authorised by the Articles of Association and subject to the Cayman Islands Companies Act, out of capital and, in the case of

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

any premium payable on the repurchase, out of either or both of the profits of the Company or the share premium account of the Company or, if authorised by the Articles of Association and subject to the Cayman Islands Companies Act, out of capital.

As compared with the financial position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020 (being the date to which the latest published audited accounts of the Group were made up), the Directors do not consider that there would be a material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate is exercised in full. The Directors expect to exercise such mandate if and to such extent only as they are satisfied that the exercise of such mandate will not have any material adverse impact.

IMPLICATIONS UNDER THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge of the Directors, the Wong Family controlled the exercise of approximately 39.29% voting rights at the general meetings of the Company with Mr. Wong Kam Fai and Mr. Wong Kam Keung, Barry jointly controlled in addition the exercise of approximately 1.48% voting rights at the general meetings of the Company.

In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the interests of the Wong Family would be increased to approximately 43.65% of the issued share capital of the Company, while the additional personal interests of Mr. Wong Kam Fai and Mr. Wong Kam Keung, Barry would be increased to approximately 1.65% of the issued share capital of the Company. Such increases will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no intention to repurchase any Shares to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory offer.

The Listing Rules prohibit a company from making repurchases on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital of that company remains in public hands. The Directors have no present intention to exercise the power to repurchase Shares to the extent that the aggregate amount of the Shares in the public hands would be reduced to less than such prescribed minimum percentage.

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

SHARE PRICES

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

Month	Highest	Lowest
	HK$	HK$
2021
January	0.56	0.47
February	0.52	0.475
March	0.56	0.455
April (up to the Latest Practicable Date)	0.61	0.51
2020
April	0.64	0.45
May	0.60	0.50
June	0.58	0.455
July	0.58	0.465
August	0.55	0.465
September	0.62	0.51
October	0.59	0.52
November	0.59	0.52
December	0.60	0.50

SHARE REPURCHASES MADE BY THE COMPANY

The Company repurchased a total of 3,436,000 Shares on the Stock Exchange at an aggregate consideration of HK$1,892,810 from March 2021 to the Latest Practicable Date. All the repurchased Shares are expected to be cancelled on or before 20 April 2021. Particulars of the repurchases are as follows:

							Aggregate
	Number of					consideration
	Shares	Purchase price per Share	paid
Date	repurchased	Highest	Lowest
			(HK$)	(HK$)	(HK$)
31 March 2021	1,600,000		0.5600		0.4950		853,670
1 April 2021	1,158,000		0.5800		0.5300		639,120
7 April 2021	678,000		0.6000		0.5800		400,020
Total	3,436,000		0.6000		0.4950		1,892,810

Save as disclosed above, the Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates, has present intention to sell any Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association, and the applicable laws of the Cayman Islands.

As at the Latest Practicable Date, no core connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any shares of the Company held by him to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

GOLDEN WHEEL TIANDI HOLDINGS COMPANY LIMITED

金 輪 天 地 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1232)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Golden Wheel Tiandi Holdings Company Limited (the "Company") will be held at Unit 1302 F&G, 13th Floor, Block B, Sea View Estate, 4-6 Watson Road, North Point, Hong Kong on Friday, 21 May 2021 at 9:30 a.m. for the purposes of considering and transacting the following ordinary businesses:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries, the directors' report and the auditor's report for the year ended 31 December 2020.
2. (i) To re-elect the following persons as directors of the Company ("Directors"), each as a separate resolution:
3. 1. 1. To re-elect Mr. Wong Yam Yin (王欽賢) as an Executive Director.
      2. To re-elect Mr. Wong Kam Keung, Barry (黃錦強) as an Executive Director.
      3. To re-elect Mr. Tjie Tjin Fung as an Executive Director.
      4. To re-elect Mr. Gunawan Kiky as a Non-executive Director.
   2. To authorise the board of Directors (the "Board") to fix the remuneration of the Directors for the year ending 31 December 2021.
4. To re-appoint KPMG as auditor of the Company for the ensuing year and to authorise the Board to fix its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

and, as ordinary businesses, to consider and, if thought fit, pass the following resolutions (with or without modifications) as ordinary resolutions:

4. "THAT:

1. subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of resolution No. 5 below) of all powers of the Company to issue, allot and deal with additional shares in the capital of the Company (the "Shares") and to make or grant offers, agreements and options (including bonds and debentures/securities convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution above shall authorise the Directors during the Relevant Period (as defined in paragraph (c) of resolution No. 5 below) to make or grant offers, agreements and options (including bonds and debentures/securities convertible into Shares) to subscribe for Shares which would or might require the exercise of such power after the end of the Relevant Period (as defined in paragraph (c) of resolution No. 5 below);
3. the aggregate number of Shares issued, allotted and dealt with and agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined hereinafter), or (ii) the exercise of the rights of subscription or conversion under the terms of any securities of the Company which carry the right to subscribe or are convertible into Shares, or (iii) the exercise of options which may be granted under any share option scheme of the Company, or (iv) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be issued pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and
   "Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (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, or in any territory applicable to the Company)."

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NOTICE OF ANNUAL GENERAL MEETING

5. "THAT:

1. subject to paragraph (b) of this resolution below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of this resolution below) of all powers of the Company to repurchase securities of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the aggregate number of Shares repurchased by the Company pursuant to paragraph (a) of this resolution above during the Relevant Period (as defined in paragraph (c) of this resolution below) shall not exceed 10% of the total number of Shares in issue as at the date of passing of this resolution provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be purchased pursuant to the approval in paragraph
3. 1. above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and
4. for the purpose of resolutions No. 4 and 5, "Relevant Period" means the period from the passing of resolutions No. 4 and 5 until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company; or

1. the revocation or variation of resolutions No. 4 or 5 by an ordinary resolution of shareholders of the Company in general meeting."

and, as special business, to consider and, if thought fit, pass the following resolution (with or without modifications) as ordinary resolution:

6. "THAT conditional upon resolutions No. 4 and 5 above being passed, the total number of Shares which shall have been repurchased by the Company under the authority granted to the Directors as mentioned in resolution No. 5 above (up to the maximum of 10% of the total number of issued Shares as stated in resolution No. 5 above) shall be added to the total number of Shares that may be allotted, issued or otherwise dealt with, or agreed conditionally and unconditionally to be allotted, issued or otherwise dealt with, by the Directors pursuant to resolution No. 4 above."

By Order of the Board

Golden Wheel Tiandi Holdings Company Limited

Wong Yam Yin

Chairman

Hong Kong, 20 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the meeting convened by this notice is entitled to appoint a proxy or proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.
2. In order to be valid, a form of proxy together with a power of attorney or other authority, if any, under which it is signed or certified by a notary or an official copy of that power of attorney or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked. The form of proxy must be signed by the appointor or his attorney authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
3. To ascertain shareholders' eligibility to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 17 May 2021 to Friday, 21 May 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 14 May 2021.
   The record date for such purposes is Friday, 21 May 2021.
4. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled to vote; but if more than one of such joint holders be present at any meeting personally or by proxy, one of the said persons so present being the most, or as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand in the register of members of the Company in respect of the relevant joint holding.
5. With regard to resolution No. 4 above, the Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the general mandate to be granted under resolution No. 4 above.
6. References to time and dates in this notice are to Hong Kong time and dates.

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NOTICE OF ANNUAL GENERAL MEETING

In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the AGM to protect attendees from the risk of infection:

• compulsory body temperature checks
• recommended wearing of surgical face masks
• no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

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