WALKER GROUP HOLDINGS LIMITED *

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1 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. WALKER GROUP HOLDINGS LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1386) COOPERATION AGREEMENT IN RELATION TO A JETCO WALKER SHOP DEBIT MEMBERSHIP CARD AND DISCLOSEABLE TRANSACTION BUSINESS UPDATE On 28 December 2016 (after trading hours of the Stock Exchange), Billion International entered into the Cooperation Agreement with BOC Expresspay. Pursuant to which, BOC Expresspay and Billion International will jointly issue Jetco Walker Shop prepay debit joint membership card with the standards of financial accounts, which is applicable for making payment within the UnionPay network. This issuance of membership card will be divided into named cards and unnamed cards. The issuance of named cards is expected to be not less than 2,000 cards, whereas the issuance of unnamed cards for the first year will not exceed 20,000 cards. As a result, the Company will thoroughly consolidate financial accounts payment system, overseas acquiring business and the new commercial retail business of lifestyle shops which is under planning, which in turn will facilitate the enhancement of payment experience and living standard for customers, the ability to engage customers as well as the establishment of financial platforms based on scenario settings. PROVISION OF LOANS Billion International entered into the Loan Agreements with the First Borrower, the Second Borrower and the Third Borrower respectively, pursuant to which Billion International agreed to advance an aggregate amount of up to RMB48,000,000 in accordance with the terms and conditions of the Loan Agreements. * For identification purpose only 1

2 LISTING RULES IMPLICATIONS As the relevant percentage ratios for the transactions under the Loan Agreements (when aggregated) calculated in accordance with the Listing Rules are more than 5% but less than 25%, the Loan Agreements (when aggregated) and the transactions contemplated thereunder constitute discloseable transactions on the part of the Company under Chapter 14 of the Listing Rules. BUSINESS UPDATE The Board is pleased to provide an update on the development of the Group s business. On 28 December 2016 (after trading hours), Billion International entered into the Cooperation Agreement with BOC Expresspay to issue a debit membership card based on the cooperation with the brand Walker Shop under Billion International. Pursuant to which, BOC Expresspay and Billion International will jointly issue a Jetco Walker Shop prepay debit joint membership card, which is applicable for making payment within the UnionPay network. Such batch of membership card will be divided into named cards and unnamed cards. The unnamed membership card can top up to RMB1,000 whereas the named membership card can top up to RMB5,000. Such batch of membership card will be initially launched in Shanghai as trial, and gradually implemented nationwide expansion. Named card will be available for sale in Walker Shop stores with not less than 2,000 cards for each sale, whereas unnamed card will be distributed through self-operated service outlets of BOC Expresspay and the designated channels of BOC Expressway, with the maximum number of 20,000 cards of issuance for the first year. Holders of the membership card can enjoy different discounts and promotions for the purchases of products under the brand name Walker Shop. BOC Expresspay and Billion International will cooperate to promote the membership card through different promotion functions and activities in the PRC, which in turn will help to enhance the recognition and reputation of the products of the Company under the brand name Walker Shop in the PRC. Meanwhile, Billion International will be entitled to 50% of the handling fee income from the issuance of named cards and 20% of the handling fee income form the issuance of unnamed cards respectively. To expand the Group s business and maximise the return to the Shareholders, the Group has been committed to expanding the operation mode of existing retail points and exploring a greater variety of retail and catering business. The Board is of the view that the entering into of the Cooperation Agreement is in the interests of the Company and its Shareholders as a whole. After obtaining the right of issuance of debit member card with financial accounts standards, a range of strategic cooperation plans of the Company which have been signed will be complemented. As a result, the Company will thoroughly consolidate financial accounts payment system, overseas acquiring business and the new commercial retail business of lifestyle shops which is under planning, which in turn will facilitate the enhancement of payment experience and living standard for customers, the ability to engage customers as well as the establishment of financial platforms based on scenario settings. 2

3 PROVISION OF LOANS THE FIRST LOAN AGREEMENT Date: 7 September 2016 Parties: Lender: Borrower: Billion International The First Borrower To the best of the Directors knowledge, information and belief, and having made all reasonable enquiries, the First Borrower and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected persons. Principal amount Up to RMB16,000,000. As at the date of this announcement, Billion International has advanced a total of RMB16,000,000 to the First Borrower. Term of the First Loan The term of the First Loan shall be for a fixed term of 12 months from the date of actual receipt of the advance by the First Borrower. The First Borrower shall repay to Billion International all outstanding amount under the First Loan Agreement together with accrued interest on the maturity date (or the date of early repayment). Early repayment The First Borrower has the right to repay the First Loan prior to the maturity date under the First Loan Agreement. Interest The rate of interest applicable to the First Loan shall be 6% per annum from the date of actual receipt of the advance by the First Borrower and the accrued interest shall be payable on the maturity date (or the date of early repayment). 3

4 THE SECOND LOAN AGREEMENT Date: 21 September 2016 Parties: Lender: Borrower: Billion International The Second Borrower To the best of the Directors knowledge, information and belief, and having made all reasonable enquiries, the Second Borrower and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected persons. Principal amount Up to RMB16,000,000. As at the date of this announcement, Billion International has advanced a total of RMB15,000,000 to the Second Borrower. Term of the Second Loan The term of the Second Loan shall be for a fixed term of 12 months from the date of actual receipt of the advance by the Second Borrower. The Second Borrower shall repay to Billion International all outstanding amount under the Second Loan Agreement together with accrued interest on the maturity date (or the date of early payment). Early repayment The Second Borrower has the right to repay the Second Loan prior to the maturity date under the Second Loan Agreement. Interest The rate of interest applicable to the Second Loan shall be 6% per annum from the date of actual receipt of the advance by the Second Borrower and the accrued interest shall be payable on the maturity date (or the date of early repayment). 4

5 THE THIRD LOAN AGREEMENT Date: 28 September 2016 Parties: Lender: Borrower: Billion International The Third Borrower To the best of the Directors knowledge, information and belief, and having made all reasonable enquiries, the Third Borrower and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected persons. Principal amount Up to RMB16,000,000. As at the date of this announcement, Billion International has advanced a total of RMB15,000,000 to the Third Borrower. Term of the Third Loan The term of the Third Loan shall be for a fixed term of 12 months from the date of actual receipt of the advance by the Third Borrower. The Third Borrower shall repay to Billion International all outstanding amount under the Third Loan Agreement together with accrued interest on the maturity date (or the date of early repayment). Early repayment The Third Borrower has the right to repay the Third Loan prior to the maturity date under the Third Loan Agreement. Interest The rate of interest applicable to the Third Loan shall be 7% per annum from the date of actual receipt of the advance by the Third Borrower and the accrued interest shall be payable on the maturity date (or the date of early repayment). REASONS FOR AND BENEFITS OF THE LOAN AGREEMENT The Group is principally engaged in the retailing of footwear in Hong Kong, the PRC and Taiwan. The loan made to the First Borrower, the Second Borrower and the Third Borrower will help facilitate the development of the business of the First Borrower, the Second Borrower and the Third Borrower. As disclosed in the announcement of the Company dated 22 December 2016, the First Borrower, the Second Borrower and the Third Borrower are principally engaged in E-Commerce and E-Payment business and Silver Summit Ventures Limited, a wholly-owned subsidiary of the Company, entered 5

6 into a memorandum of understanding to acquire 85% registered capital of the First Borrower. The Directors consider that the Loan Agreements were entered into on normal commercial terms. Since the terms of the Loan Agreements reflect the normal commercial terms, the Directors consider that the Loan Agreements are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS To the best of the Directors knowledge, information and belief, and having made all reasonable enquiries, each of the Second Borrower and the Third Borrower is wholly owned by the First Borrower as at the date of this announcement. The Loan Agreements were entered into by Billion International with parties connected or otherwise associated with one another. As the relevant percentage ratios for the transactions under the Loan Agreements (when aggregated) calculated in accordance with the Listing Rules are more than 5% but less than 25%, the Loan Agreements (when aggregated) and the transactions contemplated thereunder constitute discloseable transactions on the part of the Company under Chapter 14 of the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following words and expressions shall have the meanings given to them as below: Billion International Board BOC Expresspay Company connected person Cooperation Agreement Billion International Trading (Shanghai) Company Limited, a company established in the PRC with limited liability and a wholly owned subsidiary of the Company the board of Directors BOC Expresspay Company Limited, a company established in the PRC with limited liability, a third party independent of and not connected with the Company and its connected persons Walker Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange has the meaning ascribed to it in the Listing Rules the cooperation agreement dated 28 December 2016 and entered into between Billion International and BOC Expresspay in relation to the joint issue of a prepay debit joint membership card 6

7 Director(s) First Borrower First Loan First Loan Agreement Group Hong Kong Listing Rules Loan Agreements Macau PRC Second Borrower Second Loan Second Loan Agreement Share(s) Shareholder(s) Stock Exchange the director(s) of the Company Guoxin Wangfu Information Technology Company Limited, a company established in the PRC with limited liability the loan in the total principal amount of up to RMB16,000,000 the loan agreement dated 7 September 2016 and entered into between the First Borrower and Billion International in respect of the provision of the First Loan by Billion International to the First Borrower the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on the Stock Exchange together the First Loan Agreement, the Second Loan Agreement and the Third Loan Agreement Macao Special Administrative Region of the PRC the People s Republic of China, and for the purpose of this announcement, excluding Hong Kong, Macau and Taiwan Guotai Huitong Information Technology (Beijing) Company Limited Shanghai branch, a company established in the PRC with limited liability the loan in the total principal amount of up to RMB16,000,000 the loan agreement dated 21 September 2016 and entered into between the Second Borrower and Billion International in respect of the provision of the Second Loan by Billion International to the Second Borrower ordinary share(s) of HK$ 0.10 each in the share capital of the Company holder(s) of the Share(s) The Stock Exchange of Hong Kong Limited 7

8 Third Borrower Shanghai Shenglu Advertisement Company Limited, a company established in the PRC with limited liability Third Loan the loan in the total principal amount of up to RMB16,000,000 Third Loan Agreement the loan agreement dated 28 September 2016 and entered into between the Third Borrower and Billion International in respect of the provision of the Third Loan by Billion International to the Third Borrower UnionPay (China UnionPay), a financial services corporation headquartered in Shanghai, the PRC and provides payment card services in the PRC HK$ Hong Kong dollars, the lawful currency of Hong Kong from time to time RMB Renminbi, the lawful currency of the PRC % per cent By order of the Board Walker Group Holdings Limited Zhu Xiaojun Chairman Hong Kong, 28 December 2016 As at the date of this announcement, the Board comprises: Executive Directors: Mr. ZHU Xiaojun Mr. KANG Jianming Ms. CAI Jiaying Mr. YIN Wansun Independent non-executive Directors: Dr. HE Chengying Ms. ZHAO Hong 8

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