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 toits 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 thisannouncement.

Great Wall Belt & Road Holdings Limited
長城一帶一路控股有限公司(Incorporated in Bermuda with limited liability)(Stock Code: 524)

APPOINTMENT OF EXECUTIVE DIRECTOR AND
INDEPENDENT NON-EXECUTIVE DIRECTORSAND
CHANGES IN COMPOSITION OF AUDIT COMMITTEEThe Board announces that, with effect from 20 February 2020:(a)Mr. Cheung has been appointed as an executive Director;(b)each of Mr. Fong, Mr. Leung and Mr. Lam has been appointed as an independent nonexecutive Director; and(c)Mr. Fong has been appointed as the chairman of the Audit Committee.

APPOINTMENT OF EXECUTIVE DIRECTOR AND INDEPENDENTNON-EXECUTIVE DIRECTORSThe board (the “Board”) of directors (the “Directors”) of Great Wall Belt & Road Holdings
Limited (the “Company”, together with its subsidiaries, the “Group”) is pleased to announce
that Mr. Cheung Siu Fai（ 張少輝）(“Mr. Cheung”) has been appointed as an executive
Director, and Mr. Fong Wai Ho（ 方 偉 豪）(“Mr. Fong”), Mr. Leung Wai Kei（ 梁 偉 基）(“Mr. Leung”) and Mr. Lam Chik Shun Marcus（ 林植信）(“Mr. Lam”) have been appointed
as independent non-executive Directors with effect from 20 February 2020.

1APPOINTMENT OF MR. CHEUNG SIU FAI（ 張少輝）
Mr. Cheung, aged 49, holds a Master Degree in Business Administration from The Chinese
University of Hong Kong and a Bachelor Degree in Electronic Engineering from The HongKong Polytechnic University. Mr. Cheung is a Certified Financial Analyst. Mr. Cheung
founded Hammer Capital Group Limited and is a director of Hammer Capital AssetManagement Limited. Prior to founding Hammer Capital Group Limited, he was the Headof Asia Pacific of the Strategic Equity Solutions of Merrill Lynch (Asia Pacific) Limited(“Merrill Lynch”). Prior to his position at Merrill Lynch, he was the Head of Asia Pacific of
the Strategic Equity Solutions and the Managing Director of the Structured Products of Asiaof Citigroup Global Markets Asia Limited. He has also held key positions in various major
investment banks in Asia Pacific like Calyon Corporate & Investment Bank (presently knownas Crédit Agricole Corporate & Investment Bank) and JPMorgan Chase & Co.. Mr. Cheung
was an executive director of Asia Coal Limited, the shares of which were delisted from themain board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 18June 2019.
Mr. Cheung has entered into a service contract with the Company for an initial term of 3years commencing from 20 February 2020, unless terminated by him in accordance with theterms thereof and subject to re-election in accordance with the articles of association of theCompany. Pursuant to the service contract, he is entitled to an emolument of HK$240,000
per annum and discretionary bonus, which is determined with reference to his experience,
duties and responsibilities within the Company as well as the Company’s performance and theprevailing market conditions and will be reviewed annually.
Save as disclosed above, Mr. Cheung does not hold any directorships in any listed publiccompanies the securities of which are listed on any securities market in Hong Kong oroverseas in the last three years prior to the date of this announcement or any other position
with the Company and other members of the Group or other major appointments andprofessional qualifications and does not have any relationships with any Directors, senior
management or substantial or controlling shareholders of the Company, nor any interest in
the shares of the Company which are required to be disclosed pursuant to Part XV of theSecurities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”).

2Save as disclosed above, Mr. Cheung confirmed that there is no other information which
is discloseable pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Rules
Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) and there areno other matters concerning him that need to be brought to the attention of the shareholders ofthe Company.

APPOINTMENT OF MR. FONG WAI HO（ 方偉豪）
Mr. Fong, aged 39, has over 15 years of experience in auditing and business advisory services.
He is the founder and has been a practitioner of UBC & Co., Certified Public Accountants
since March 2013. Mr. Fong has also been the practicing director of Andes Glacier CPA
Limited since March 2017.
Mr. Fong holds a bachelor’s degree in business administration (honours) in accountancyand management information systems awarded by City University of Hong Kong. Mr. Fongis a practicing Certified Public Accountant in Hong Kong, a member of the Association ofChartered Certified Accountants as well as a fellow of the Hong Kong Institute of Certified
Public Accountants. He is a member of the Chartered Professional Accountants of British
Columbia and the Chartered Professional Accountants of Canada, respectively, as well as amember of CPA Australia.
Mr. Fong is currently an independent non-executive director of Global Sweeteners Holdings
Limited (stock code: 3889) and Perennial Energy Holdings Limited (stock code: 2798)
respectively, the shares of which are listed on the Stock Exchange.
Mr. Fong has entered into an appointment letter with the Company for an initial term of 3
years commencing from 20 February 2020, unless terminated by him in accordance with theterms thereof and subject to re-election in accordance with the articles of association of theCompany. The director ’s fee of Mr. Fong is HK$120,000 per annum which is determined withreference to his experience, duties and responsibilities within the Company.

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Save as disclosed above, Mr. Fong does not hold any directorships in any listed publiccompanies the securities of which are listed on any securities market in Hong Kong oroverseas in the last three years prior to the date of this announcement or any other position
with the Company and other members of the Group or other major appointments andprofessional qualifications and does not have any relationships with any Directors, senior
management or substantial or controlling shareholders of the Company, nor any interest in theshares of the Company which are required to be disclosed pursuant to Part XV of the SFO.
Save as disclosed above, Mr. Fong confirmed that there is no other information which isdiscloseable pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules
and there are no other matters concerning him that need to be brought to the attention of theshareholders of the Company.

APPOINTMENT OF MR. LEUNG WAI KEI（ 梁偉基）
Mr. Leung, aged 38, has extensive experience and expertise in financial services ranging
from investment banking, derivatives trading, asset management and securities brokerage, andhe has served in various financial institutions including Nomura International (Hong Kong)
Limited, Lehman Brothers Asia Limited, Rabobank International and Calyon Corporate &Investment Bank. Mr. Leung is the founder and chief executive officer of China Securities
Limited which provides securities brokerage services. He is currently an independent nonexecutive director of GTI Holdings Limited (stock code: 3344).
Mr. Leung holds a bachelor’s degree in Business Administration (Finance & InformationSystems) from The Hong Kong University of Science and Technology. He has also passed theLevel 3 examination of Chartered Financial Analyst Programme.
Mr. Leung has entered into an appointment letter with the Company for an initial term of 3years commencing from 20 February 2020, unless terminated by him in accordance with theterms thereof and subject to re-election in accordance with the articles of association of theCompany. The director’s fee of Mr. Leung is HK$120,000 per annum which is determinedwith reference to his experience, duties and responsibilities within the Company.

4Save as disclosed above, Mr. Leung does not hold any directorships in any listed publiccompanies the securities of which are listed on any securities market in Hong Kong oroverseas in the last three years prior to the date of this announcement or any other position
with the Company and other members of the Group or other major appointments andprofessional qualifications and does not have any relationships with any Directors, senior
management or substantial or controlling shareholders of the Company, nor any interest in theshares of the Company which are required to be disclosed pursuant to Part XV of the SFO.
Save as disclosed above, Mr. Leung confirmed that there is no other information which isdiscloseable pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules
and there are no other matters concerning him that need to be brought to the attention of theshareholders of the Company.

APPOINTMENT OF MR. LAM CHIK SHUN MARCUS（ 林植信）
Mr. Lam, aged 42, is currently an executive director and the chief strategy officer of Perennial
Energy Holdings Limited (stock code: 2798), the shares of which are listed on the Stock
Exchange, and is responsible for financial management of the group. Mr. Lam has over 19years of experience working in the finance industry, focusing on financial management andinvestment. Mr. Lam holds a bachelor’s degree in commerce awarded by the Universityof British Columbia and a master degree in business administration awarded by Warwick
Business School. He is a Chartered Financial Analyst charter holder.
Mr. Lam has entered into an appointment letter with the Company for an initial term of 3years commencing from 20 February 2020, unless terminated by him in accordance with theterms thereof and subject to re-election in accordance with the articles of association of theCompany. The director’s fee of Mr. Lam is HK$120,000 per annum which is determined withreference to his experience, duties and responsibilities within the Company.
Save as disclosed above, Mr. Lam does not hold any directorships in any listed publiccompanies the securities of which are listed on any securities market in Hong Kong oroverseas in the last three years prior to the date of this announcement or any other position
with the Company and other members of the Group or other major appointments andprofessional qualifications and does not have any relationships with any Directors, senior
management or substantial or controlling shareholders of the Company, nor any interest in theshares of the Company which are required to be disclosed pursuant to Part XV of the SFO.

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Save as disclosed above, Mr. Lam confirmed that there is no other information which isdiscloseable pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules
and there are no other matters concerning him that need to be brought to the attention of theshareholders of the Company.

CHANGES IN COMPOSITION OF AUDIT COMMITTEE
Following the appointment of Mr. Fong as an independent non-executive Director, Mr. Fong
has also been appointed as the chairman of the audit committee of the Company (the “AuditCommittee”) with effect from 20 February 2020.
Upon the above appointments, the Audit Committee comprises three independent nonexecutive Directors, namely Mr. Fong, Mr. Zhao Guangming and Mr. Huang Tao, of whom
Mr. Fong is the chairman.
As disclosed in the announcement of the Company dated 20 December 2019, immediately
after the resignation of Mr. Fung Wai Shing as an independent non-executive Director, thenumber and qualification of the independent non-executive Directors and the composition ofthe Audit Committee are not in compliance with the requirements under the relevant ListingRules.
After the aforesaid appointments of new Directors, the composition of the Board and the Audit
Committee are as follows:(1)

the Board comprises a total of nine Directors, of whom five are independent nonexecutive Directors, representing over one-third of the total number of Directors, whichis in compliance with Rules 3.10(1) and 3.10A of the Listing Rules;(2)

among the five independent non-executive Directors, Mr. Fong possesses the appropriate
professional qualifications or accounting or related financial management expertise as
required under Rule 3.10(2) of the Listing Rules; and6(3)the Audit Committee comprises three independent non-executive Directors, of whom
Mr. Fong possesses the appropriate professional qualifications or accounting or related
financial management expertise as required under Rule 3.10(2) of the Listing Rules,
which is in compliance with Rule 3.21 of the Listing Rules.
By Order of the Board
Great Wall Belt & Road Holdings Limited
Zhao Ruiyong
Chairman and Executive Director

Hong Kong, 20 February 2020

As at the date of this announcement, the Board comprises four executive Directors, namelyMr. Zhao Ruiyong, Ms. Li Bing, Mr. Cheung Ka Heng Frankie and Mr. Cheung Siu Fai, andfive independent non-executive Directors, namely Mr. Zhao Guangming, Mr. Huang Tao,
Mr. Fong Wai Ho, Mr. Leung Wai Kei and Mr. Lam Chik Shun Marcus.

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