Walker : 2017-1-10 DISCLOSEABLE TRANSACTION IN RELATION TO THE PROPOSED ACQUISITION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

WALKER GROUP HOLDINGS LIMITED

盈 進 集 團 控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1386) DISCLOSEABLE TRANSACTION IN RELATION TO THE PROPOSED ACQUISITION

On 10 January 2017 (after trading hours of the Stock Exchange), the Purchaser, a wholly owned subsidiary of the Company and the Vendor entered into the Agreement pursuant to which the Purchaser agreed to purchase and the Vendor agreed to sell the Sale Shares for a total consideration of HK$185,000,000.

The Consideration of HK$185,000,000 for the sale and purchase of the Sale Shares shall be settled by (i) as to HK$101,500,000 shall be satisfied by the Purchaser procuring the Company to allot and issue the Consideration Shares at the Issue Price to the Vendor (or its nominee(s)) credited as fully paid at Completion; (ii) as to HK$28,000,000 will be payable by the Purchaser in cash to the Vendor within three months after Completion; (iii) as to HK$28,000,000 will be payable by the Purchaser in cash to the Vendor within six months after Completion; and (iv) as to the remaining balance of HK$27,500,000 will be payable by the Purchaser in cash to the Vendor within nine months after Completion.

The Consideration Shares represent approximately 10.83% of the existing issued share capital of the Company and approximately 9.77% of the issued share capital of the Company as enlarged by the issue of the Consideration Shares. The Consideration Shares will be issued under the General Mandate and will rank pari passu in all respects with each other and with the Shares in issue at the time of issue of the Consideration Shares.

The Proposed Acquisition is subject to the fulfilment of the conditions precedent as detailed in the paragraph headed "Conditions Precedent" in this announcement.

LISTING RULES IMPLICATIONS

As the relevant percentage ratios for the transaction under the Agreement calculated in accordance with the Listing Rules are more than 5% but less than 25%, the Agreement and the transactions contemplated thereunder constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules.

• For identification purpose only

  Reference is made to the announcement of the Company dated 22 December 2016 in relation to the memorandum of understanding entered into between the Target Company and the Purchaser. After further negotiation with the Target Company and due diligence review conducted on the Target Group, the Purchaser agreed to acquire the Target Company and its five subsidiaries.

  On 10 January 2017 (after trading hours of the Stock Exchange), the Purchaser, a wholly owned subsidiary of the Company and the Vendor entered into the Agreement pursuant to which the Purchaser agreed to purchase and the Vendor agreed to sell the Sale Shares for a total consideration of HK$185,000,000. Set out below are the principal terms of the Agreement.

  THE AGREEMENT

  Date: 10 January 2017 (after trading hours of the Stock Exchange)

  Parties:	(1)	Silver Summit Ventures Limited, the Purchaser; and
  (2)	Golden Ahead International Limited, the Vendor.

  To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Vendor and its ultimate beneficial owner are third parties independent of and not connected with the Company and its connected persons.

  The Purchaser is a company incorporated in the British Virgin Islands with limited liability and a wholly owned subsidiary of the Company. It is principally engaged in investment holding.

  Assets to be acquired

  Pursuant to the Agreement, the Purchaser agreed to acquire and the Vendor agreed to sell the Sale Shares. As at the date of this announcement, the Sale Shares are beneficially owned by the Vendor, representing 100% of the total issued share capital of the Target Company.

  Consideration

  The Consideration for the sale and purchase of the Sale Shares is HK$185,000,000 and shall be payable by the Purchaser to the Vendor in the following manners:

• as to HK$101,500,000 shall be satisfied by the Purchaser procuring the Company to allot and issue the Consideration Shares at the Issue Price to the Vendor (or its nominee(s)) credited as fully paid at Completion;

• as to HK$28,000,000 will be payable by the Purchaser in cash to the Vendor within three months after Completion;

• as to HK$28,000,000 will be payable by the Purchaser in cash to the Vendor within six months after Completion; and

• as to the remaining balance of HK$27,500,000 will be payable by the Purchaser in cash to the Vendor within nine months after Completion.

The Consideration of HK$185,000,000 was determined after arm's length negotiation between the Purchaser and the Vendor with reference to the preliminary valuation of the Target Group of not less than HK$185,000,000 performed by the Valuer. The valuation method adopted by the Valuer in the preliminary valuation is market value approach, which is taken into account of, among others, the business nature of the Target Group. The valuation also assumes that (i) the Target Group is continuing in operation in the foreseeable future with neither the intention nor necessity of liquidation or of curtailing materially the scale of its operation basis; and (ii) a willing buyer would not pay more to acquire the equity interest of the company appraised than he could reasonably expect to earn in the future from an investment in the equity interest of the company.

Conditions Precedent

Completion shall be conditional upon and subject to:

1. the Purchaser being satisfied with the results of the due diligence review of the assets, liabilities, operations and affairs of the Target Group to be conducted pursuant to the Agreement;

2. all necessary governmental and other consents and approvals required to be obtained on the part of the Vendor and the Purchaser in respect of the Agreement and the transactions contemplated thereunder having been obtained, including but not limited to the approval from the necessary PRC authorities;

3. if necessary, the passing by the Shareholders at an extraordinary general meeting of the Company to be convened and held of an ordinary resolution to approve the Agreement and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Consideration Shares to the Vendor (or its nominee(s)) at the Issue Price credited as fully paid;

4. the obtaining of a PRC legal opinion (in form and substance satisfactory to the Purchaser) from a PRC legal adviser appointed by the Purchaser in relation to the Agreement and the transactions contemplated thereunder;

5. the obtaining of a valuation report (in form and substance satisfactory to the Purchaser) from a valuer appointed by the Purchaser and showing the value of the Target Group to be not less than HK$185,000,000;

6. the warranties given by the Vendor under the Agreement remaining true and accurate in all respects; and

7. the Stock Exchange granting listing of and permission to deal in the Consideration Shares.

The Purchaser may at any time waive in writing any of the conditions set out in (i) and (vi) above. All other conditions precedent are incapable of being waived by the parties to the Agreement. If the above conditions have not been satisfied (or as the case may be, waived by the Purchaser) on or before 4:00 p.m. on 28 February 2017, or such later date as the Vendor and the Purchaser may agree, the Agreement shall cease and determine and thereafter none of the parties to the Agreement shall have any obligations and liabilities towards each other thereunder save for any antecedent breaches of the terms thereof.

Consideration Shares

70,000,000 Consideration Shares will be allotted and issued to settle part of the Consideration at Completion, representing approximately 10.83% of the existing issued share capital of the Company and approximately 9.77% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares.

The issue price of HK$1.45 per Consideration Share represents:

1. the closing price of HK$1.45 per Share as quoted on the Stock Exchange on the Last Trading Day;

2. a discount of approximately 2.03% to the average of the closing prices of approximately HK$1.48 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day; and

3. a discount of approximately 3.97% to the average of the closing prices of approximately HK$1.51 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day.

The issue price of HK$1.45 per Consideration Share was arrived at after arm's length negotiation between the Purchaser and the Vendor with reference to the closing price of the Shares as quoted on the Stock Exchange on the Last Trading Day. The Directors consider that the Issue Price is fair and reasonable and the allottment and issue of the Consideration Shares at the Issue Price is in the interests of the Company and the Shareholders as a whole.

The Consideration Shares are to be issued under the General Mandate granted by the Shareholders to the Directors at the last annual general meeting held by the Company on 12 August 2016, which authorised the Board to issue up to 128,272,000 Shares. As at the date of this announcement, no Shares have been issued pursuant to the General Mandate.

The Consideration Shares, when issued and fully paid, will rank pari passu in all respects with each other and with the Shares in issue at the time of issue of the Consideration Shares.